Companies (Amendment) (No. 2) Act, 1999
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Additional requirement to be complied with before company may be formed. |
42.—(1) A company shall not be formed and registered under the Companies Acts, 1963 to 1999, after the commencement of this section, unless it appears to the registrar of companies that the company, when registered, will carry on an activity in the State, being an activity that is mentioned in its memorandum. | |
(2) The registrar of companies may accept as sufficient evidence that a company, when registered, will carry on an activity in the State a statutory declaration, in the prescribed form, that the purpose or one of the purposes for which the company is being formed is the carrying on by it of an activity in the State and which declaration includes the following particulars— | ||
(a) if it appears to the person making the declaration that the activity belongs to a division, group and class appearing in the relevant classification system— | ||
(i) the general nature of the activity, and | ||
(ii) the division, group and class in that system to which the activity belongs, | ||
(b) if it appears to the said person that the activity does not belong to any such division, group and class, a precise description of the activity, | ||
(c) the place or places in the State where it is proposed to carry on the activity, | ||
(d) the place, whether in the State or not, where the central administration of the company will normally be carried on. | ||
(3) For the purposes of subsection (2), if the purpose or one of the purposes for which the company is being formed is the carrying on of 2 or more activities in the State, the particulars in respect of the matters referred to in paragraphs (a) to (c) of that subsection to be given in the statutory declaration shall be the particulars that relate to whichever of those activities the person making the declaraction considers to be the principal activity for which the company is being formed to carry on in the State. | ||
(4) The statutory declaration referred to in subsection (2) shall be made by— | ||
(a) one of the persons named in the statement delivered under section 3 of the Companies (Amendment) Act, 1982 , in relation to the company as directors of the company, | ||
(b) the person or, as the case may be, one of the persons named in the said statement as secretary or joint secretaries of the company, or | ||
(c) the solicitor, if any, engaged in the formation of the company. | ||
(5) The form prescribed for the purposes of the statutory declaration referred to in subsection (2) may enable the declarant to include therein a declaration as to the matters referred to in section 5 (5) of the Companies (Amendment) Act, 1983 , and such a declaration that is so included shall suffice for the purposes of that section 5(5) as if it had been separately made and delivered to the registrar of companies. | ||
(6) Without prejudice to its construction for the purposes of any other provision of that section, the expression “the requirements mentioned in subsection (1)” in subsection (5) of section 5 of the Companies (Amendment) Act, 1983 , shall not be construed as including the requirements of this section. | ||
(7) In this section— | ||
“activity” means any activity that a company may be lawfully formed to carry on and includes the holding, acquisition or disposal of property of whatsoever kind; | ||
“relevant classification system” means NACE Rev. 1, that is to say, the common basis for statistical classifications of economic activities within the European Community set out in the Annex to Council Regulation (EEC) No. 3037/90 of 9 October 1990(1) on the statistical classification of economic activities in the European Community, as amended for the time being. | ||