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Repeal and substitution of section 24 of Act of 1963.
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88.—(1) Section 24 of the Act of 1963 is repealed and the following substituted:
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“24.—(1) A company shall, notwithstanding its registration as a company with limited liability, be exempt from the provisions of this Act relating to the use of the word ‘limited’ or ‘teoranta’ as part of its name and the publishing of its name, but shall enjoy all the privileges and shall (subject to this section) be subject to all the obligations of limited companies, where—
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(a) its objects are the promotion of commerce, art, science, education, religion, charity or any other prescribed object, and
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(b) its memorandum or articles of association—
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(i) require its profits (if any) or other income to be applied to the promotion of its objects,
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(ii) prohibit the payment of dividends to its members, and
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(iii) require all the assets which would otherwise be available to its members to be transferred on its winding up to another company whose objects comply with paragraph (a) and which meets the requirements of this paragraph, and
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(c) a director or secretary of the company (or, in the case of an association about to be formed as a limited company, one of the persons who are to be the first directors or the person who is to be the first secretary of the company) has delivered to the registrar of companies a statutory declaration in the prescribed form that the company complies or, where applicable, will comply with the requirements of paragraphs (a) and (b).
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(2) The registrar shall refuse to register as a limited company any association about to be formed as a limited company by a name which does not include the word ‘limited’ or ‘teoranta’ unless a declaration as provided for under subsection (1)(c) has been delivered to the registrar.
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(3) An application by a company registered as a limited company for a change of name including or consisting of the omission of the word ‘limited’ or ‘teoranta’ shall be made in accordance with section 23 and the registrar shall refuse to grant the application unless a declaration as provided for under subsection (1)(c) has been delivered to the registrar.
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(4) A company which is exempt under subsection (1) and whose name does not include the word ‘limited’ or ‘teoranta’ shall not alter its memorandum or articles of association so that it ceases to comply with the requirements of that subsection.
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(5) If it appears to the registrar that a company which is registered under a name not including the word ‘limited’ or ‘teoranta’—
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(a) has carried on any business other than the promotion of any of the objects mentioned in subsection (1)(a),
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(b) has applied any of its profits or other income otherwise than in promoting such objects, or
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(c) has paid a dividend to any of its members,
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the registrar may, in writing, direct the company to change its name within such period as may be specified in the direction so that its name ends with the word ‘limited’ or ‘teoranta’, and the change of name shall be made in accordance with section 23.
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(6) A company which has received a direction under subsection (5) shall not thereafter be registered by a name which does not include the word ‘limited’ or ‘teoranta’ without the approval of the registrar.
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(7) A person who—
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(a) provides incorrect, false or misleading information in a statutory declaration under subsection (1)(c),
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(b) alters its memorandum or articles of association in contravention of subsection (4), or
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(c) fails to comply with a direction from the registrar under subsection (5),
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shall be guilty of an offence.
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(8) Summary proceedings in relation to an offence under subsection (7) may be brought and prosecuted by the registrar of companies.”.
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(2) Notwithstanding the repeal effected by subsection (1), a licence granted by the Minister pursuant to section 24(1) or (2) of the Act of 1963 as in force immediately before the commencement of this section shall continue to have effect, and subsections (4) to (7) of section 24 of that Act as then in force shall continue in force in relation to the licence, as if the section had never been repealed, except that references in those subsections to the Minister, wherever occurring, shall be construed as references to the registrar of companies.
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