Central Bank Act , 1971

25.—(1) If at any time it should appear to the Bank that it is expedient so to do, the Bank may, with the consent of the Minister, make regulations requiring every holder of a licence F105[or authorisation undersection 9A] to settle all or such particular class or particular classes of his clearances as may be specified in the regulations by cheques drawn either (as shall be specified in the regulations) on the Bank or on an agent appointed for the purpose by the Bank and requiring every such holder, for the purpose of so settling such clearances, to create and maintain with the Bank such balances as may be necessary for the purpose.

(2)If at any time it should appear to the Bank that it is expedient so to do, the Bank may, with the consent of the Minister, make regulations requiring every holder of a licence F105[or authorisation undersection 9A] to lodge with the Bank for clearance all such instruments payable outside the State and lodged for clearance at an office in the State of the holder as may be specified in the regulations.

(3) Regulations under section 51 of the Act of 1942 in force immediately before the commencement of this Act shall continue in force and shall have effect as if made under this section and may be amended or revoked by regulations under this section.

26. Collection of cheques, etc., drawn on holders of licences.

26.—(1) Where an instrument to which this section applies is tendered by or on behalf of any person for collection to the holder of a licence F106[or authorisation undersection 9A] with whom the person maintains an account (not being the holder on whom the instrument is drawn), the holder shall accept the instrument for collection and shall credit any proceeds of collection to the account aforesaid.

(2)Any charge imposed by the holder of a licence F106[or authorisation undersection 9A] on another holder or a trustee savings bank certified under the Trustee Savings Banks Acts, 1863 to 1965 F107[or a building society authorised under the Building Societies Act, 1989], in relation to the collection of an instrument to which this section applies and the crediting of any proceeds of collection pursuant to subsection (1) of this section shall be subject to the approval of the Bank.

(3)Any terms or conditions upon or subject to which a holder of a licence F106[or authorisation undersection 9A] acts as banker for another holder of a licence F106[or authorisation undersection 9A] or a trustee savings bank certified under the Trustee Savings Banks Acts, 1863 to 1965 F107[or a building society authorised under the Building Societies Act, 1989], shall be subject to the approval of the Bank.

(4)In considering whether to grant or withhold an approval under subsection (2) or (3) of this section, the Bank shall have regard to the desirability of ensuring fair competition between holders of licences F106[or authorisations undersection 9A].

(5)Nothing in this section shall be construed as conferring any title to an instrument to which this section applies on a person by or on whose behalf the instrument is tendered pursuant to subsection (1) of this section.

(6)This section applies to the following instruments, namely—

(a) bills of exchange (which expression has the same meaning in this subsection as in the Bills of Exchange Act, 1882) drawn on a holder of a licence F106[or authorisation undersection 9A] payable on demand;

(b)any document issued by a person who maintains an account with a holder of a licence F106[or authorisation undersection 9A] or the Bank which, though not a bill of exchange, is intended to enable a person to obtain payment from that holder or the Bank of the sum mentioned in the document;

(c) any draft payable on demand drawn by a holder of a licence F106[or authorisation undersection 9A] upon himself, whether payable at the head office or some other office of his bank;

(d) any document issued by a public officer which is intended to enable a person to obtain payment from a Minister of State of the sum mentioned in the document;

(e) any document issued by a person who maintains an account with a trustee savings bank certified under the Trustee Savings Banks Acts, 1863 to 1965, which is intended to enable a person to obtain payment from the bank of the sum mentioned in the document.

F108[(f)any document issued by a person who maintains an account with a building society, authorised under the Building Societies Act, 1989, which is intended to enable a person to obtain payment from the building society of the sum mentioned in the document.]

F109[(7) The Minister may, after consultation with the Bank and where he or she is of the opinion that the proper and orderly regulation of financial markets so requires, by order—

(a) in the case of either or bothsubsections (2)and(3)of this section, apply those subsections or restrict their application to any class of persons, and

(b) in the case ofsubsection (6)of this section, amend that subsection by the addition thereto or deletion therefrom, of any instrument specified in that subsection,

and, in the case of each subsection, whether or not previously affected by virtue of this subsection.]

F110[(8) In this section “holder of a licence” shall be deemed to include a credit institution within the meaning of Regulation 2 of theF111[European Union (Capital Requirements) Regulations 2014 (S.I. No. 158 of 2014)].

(9) Where the Minister is of the opinion, after consulting the Bank and such other Ministers (if any) as he considers it appropriate to consult with, that there are adequate supervisory and inspection provisions contained in any enactment relating to a financial institution or a class or type of institution to which the provisions of this Chapter would apply, then the Minister may by order specify the enactment concerned and, where necessary in the context of that enactment, the institution or class or type of institution to which the order relates and, accordingly, those provisions shall not apply to an institution to which the order relates.

(10) The Minister may, after consulting the Bank and such other Ministers (if any) as he considers it appropriate to consult with, by order, revoke an order, undersubsection (9).]

27. Restriction on advertising for deposits.

27.— F112[(1) Subject tosubsection (2)of this section, a person shall not advertise for or otherwise solicit deposits or other repayable funds from the public on his own behalf or on behalf of any other person.

(2)F113[Subsection (1)of this section does not apply to advertising for or otherwise soliciting deposits or other repayable funds from the public

(a)by the holder of a licenceF114[or authorisation undersection 9A], the Bank, or a person to whom, because ofsubsection (4)of section 7 of this Act, subsection (1) of that section does not apply, or

(b)by a person to whom, because ofsection 8(2)of this Act,section 7(1)of this Act does not apply, or

(c)by a person authorised to carry on business in the State by theF115[European Union (Capital Requirements) Regulations 2014 (S.I. No. 158 of 2014)], or

(d)by a person on behalf of a person referred to inparagraph(a),(b)or(c)of this subsection.]

(3)If an advertisement or other solicitation for deposits or other repayable funds from the public is published and it does not include the name and address of the person who arranged with the publisher for the advertisement or solicitation, then the Bank may, at any time within the period of twelve months after any publication of the advertisement, request the publisher to supply the name and address of that person to the Bank and the publisher shall forthwith comply with that request.

(4) In this section “deposits or other repayable funds from the public” does not include the acceptance of a sum or sums of money excluded from the definition of banking business under section 2 of the Act of 1971.

(5) Reference in this section or section 58(3) of this Act (as amended by section 9 of the Act of 1989) to the solicitation of depositsF116[or other repayable funds], however expressed, includes every form of solicitation for depositsF116[or other repayable funds]including, in particular, the display or publication of any such matter by way of notice, leaflet, circular, pamphlet, brochure, photograph, film, video, sound broadcasting, television, electronic communication or personal canvassing.]

28. Provisions in relation to judgments against holders of licences.

28.—(1)Whenever a person (in this section referred to as a judgment creditor) obtains in any court in the State a judgment, order or decree against the holder of a licence F117[or authorisation undersection 9A] (in this section referred to as a judgment debtor) for the payment of a sum of money due to the judgment creditor by the judgment debtor in his capacity as a banker

(a) the registrar or clerk of the court concerned shall notify the Bank as soon as may be of the judgment, order or decree and of its terms and of any appeal against the judgment, order or decree and of the result thereof,

(b) subject to paragraph (c) of this subsection, if within the period of twenty-one days beginning on the date of the judgment, order or decree, the judgment debtor does not pay all moneys due (or, in the case of costs, at the option of the judgment debtor, give security therefor in lieu of payment), or satisfy all claims, under the judgment, order or decree, the provisions of paragraph (e) of this subsection shall apply upon the expiration of such period,

(c) if an appeal is instituted in any court against the judgment, order or decree, that court or the court by which the judgment, order or decree was made may by order postpone the application of paragraph (e) of this subsection for such period and, subject to paragraph (d) of this subsection, on such terms as the court concerned may fix and specify in the order,

(d) if a court makes an order under paragraph (c) of this subsection, it may require the judgment debtor to whom the order relates either, as the court thinks fit, to lodge in court an amount equal to the amount of all moneys due under the judgment, order or decree (or such lesser amount as the court may direct) or give such security as the court may determine for the payment to the judgment creditor of all such moneys, together with, in either case, such further sum or security for the costs of the appeal as the court shall consider just,

(e) the judgment debtor shall be deemed to be unable to meet his obligations to creditors, and

(i)if the judgment debtor is a company, the judgment debtor shall be deemed, for the purpose of the law relating to companies, to be unable to pay its debts,

(ii)if the judgment debtor is an individual, he shall be deemed, for the purpose of the law relating to bankruptcy, to have committed an act of bankruptcy,

(iii)if the judgment debtor is a partnership, each of the partners shall be deemed, for the purpose of the law relating to bankruptcy, to have committed an act of bankruptcy,

(f) an order under paragraph (c) of this subsection may be revoked or varied by the court that made it or before which an appeal in relation to it is brought.

(2) F118[…]

28A. F119[Power of Court to prohibit certain contraventions of, or failure to comply with, Act of 1971.

28A.—(1) Where, on an application made in a summary manner by the Bank, the Court is of the opinion that there has occurred or is occurring—

(a) a contravention ofsection 17or18of this Act, or

(b) a failure to comply with a condition imposed in relation to a licence by virtue ofsection 10, or with a direction undersection 22, of this Act,the Court may, by order, prohibit the continuance of the contravention or failure by the person or persons concerned.

(2) The Court when considering the matter may make such interim or interlocutory order as it considers appropriate.

(3) Where the Court is satisfied, because of the nature or the circumstances of the case or otherwise in the interests of justice, that it is desirable, the whole or any part of proceedings under this section may be heard otherwise than in public.]

29. Proceedings in relation to deposits under section 7.

29.—F120[…]

30. Provisions in relation to bankruptcy and winding up.

30.— F121[…]

31. Duties of holder of licence on termination of banking business.

31.—F122[(1) Where a holder of a licenceF123[or authorisation undersection 9A]ceases to carry on banking business in circumstances to which section 57 of the Central Bank Act, 1989, applies, he shall, as soon as may be, notify all persons having deposits (including deposits on current accounts) with him of such cesser and he shall, if any such person so demands, pay to that person forthwith the amount of his deposit together with the amount of any interest accrued thereon.]

(2) Where a holder of a licence F123[or authorisation undersection 9A] proposes to cease carrying on banking business, he shall notify the Bank in writing of the proposal not less than three months before the date of the cesser.

(3) This section does not apply in relation to a cesser occasioned by the transfer of the business to which a licence F123[or authorisation undersection 9A] relates to another holder of a licence.

F124[PART IIA Authorisation and Supervision of Class 1 Firms]

31A. F125[Interpretations /Definitions (Class 1 firms).

31A.—In this Part—

“ancillary services” has the same meaning as it has in the Markets in Financial Instruments Directive;

“associated company”, in relation to the holder of a Class 1 authorisation, means a company in respect of which—

(a) not less than 20 per cent of the nominal value of the company’s equity share capital is held by the company, or

(b) not less than 20 per cent of shares carrying voting rights (other than voting rights that arise only in particular circumstances) are so held;

“Class 1 authorisation” means an authorisation granted under the SSM Regulation on the application therefor under section 31C;

“Class 1 business” means business consisting of carrying out an activity referred to in paragraph 3 or 6 of Part 1 of Schedule 1 to the Regulations of 2017;

“Class 1 firm” means an undertaking (other than a commodity and emission allowance dealer, a collective investment undertaking or an insurance undertaking) which satisfies point (b)(i), (ii) or (iii) of the definition of “credit institution” in Article 4(1) of the Capital Requirements Regulation;

“collective investment undertaking” has the same meaning as it has in the Capital Requirements Regulation;

“client” means a person to whom a Class 1 firm, whose Class 1 authorisation has been withdrawn, provided all or any of the following prior to such withdrawal:

(a) investment services and activities;

(b) ancillary services;

(c) Class 1 business;“commodity and emission allowance dealer” has the same meaning as it has in the Capital Requirements Regulation;

“credit institution” has the same meaning as it has in the Capital Requirements Regulation;

“investment services and activities” has the same meaning as it has in the Markets in Financial Instruments Directive;

“insurance undertaking” has the same meaning as it has in the Capital Requirements Regulation;

“related body”, in relation to the holder of a Class 1 authorisation, means—

(a) a subsidiary company of that holder,

(b) if that holder is itself a subsidiary—

(i) its holding company, or

(ii) any other subsidiary of its holding company,

(c) an associated company of that holder, or

(d) a partnership in which that holder has an interest, and whose business is or, at any relevant time, was in the Bank’s opinion materially relevant to an inspection being carried out, or proposed to be carried out, under Part 3 of the Central Bank (Supervision and Enforcement) Act 2013.]

31B. F126[Requirement for a Class 1 authorisation (Class 1 firms).

31B.—(1) Subject to—

(a)subsections (3)and(4)ofsection 31R, and

(b) Regulation 32 of the European Union (Capital Requirements) Regulations 2014,

a Class 1 firm shall not carry out Class 1 business in the State, unless it is the holder of a Class 1 authorisation or a licence.

(2)Subsection (1)shall not apply to a person who acts on behalf of—

(a) the Bank, or

(b) the holder of a Class 1 authorisation or a licence.]

31C. F127[Application for authorisation (Class 1 firms).

31C.—(1) An application for a Class 1 authorisation shall be in such form and contain such particulars as the Bank may from time to time determine.

(2) Subject tosections 31I,31Jand31K, the Bank shall—

(a) where it is satisfied that the conditions referred to insections 31Dto31Ghave been complied with, take a draft decision to propose to the ECB to grant to the applicant an authorisation to carry on Class 1 business, or

(b) where it is not so satisfied, reject the application.

(3) The grant of a Class 1 authorisation to a person shall not constitute a warranty as to the solvency of the person to whom it is granted and the Bank shall not be liable in respect of any losses incurred through the insolvency or default of a person to whom a Class 1 authorisation is granted.]

31D. F128[Programme of operations and structural organisation (Class 1 firms).

31D.—(1) An application for a Class 1 authorisation shall be accompanied by—

(a) a programme of operations, and

(b) a description of the arrangements, processes and mechanisms referred to in Regulation 61(1) of the European Union (Capital Requirements) Regulations 2014 proposed to be implemented.

(2) A programme of operations referred to insubsection (1)(a)shall—

(a) set out the types of business envisaged by the applicant,

(b) set out the structural organisation of the applicant, and

(c) where the applicant is part of a group, specify—

(i) the parent undertakings,

(ii) the financial holding companies, if any, and

(iii) the mixed financial holding companies, if any,

within the group.

(3) The Bank shall not take a draft decision to propose to the ECB to grant a Class 1 authorisation to an applicant unless it is satisfied that the arrangements, processes and mechanisms referred to in Regulation 61 of the European Union (Capital Requirements) Regulations 2014 proposed to be implemented by the applicant would, if implemented, enable sound and effective risk management by the applicant.]

31E. F129[Initial Capital (Class 1 firms).

31E.—(1) Subject tosubsection (3), the Bank shall not take a draft decision to propose to the ECB to grant a Class 1 authorisation unless the applicant holds separate own funds, or has an initial capital, of at least €5,000,000.

(2) Initial capital shall comprise only one or more of the items referred to in Article 26(1)(a) to (e) of the Capital Requirements Regulation.

(3) The Bank may take a draft decision to propose to the ECB to grant a Class 1 authorisation to particular categories of Class 1 firms the initial capital of which is less than €5,000,000, subject to the applicant having an initial capital of at least €1,000,000.]

31F. F130[Effective direction of business and place of head office (Class 1 firms).

31F.—The Bank shall not take a draft decision to propose to the ECB to grant a Class 1 authorisation unless the applicant satisfies the Bank that—

(a) it is a body corporate,

(b) its registered office and its head office are both located in the State,

(c) at least 2 persons effectively direct its business, and

(d) the members of its management body meet the requirements of Regulation 79 of the European Union (Capital Requirements) Regulations 2014.]

31FA. F131[Precondition for draft decision to propose Class 1 authorisation

31FA.—(1) Where an applicant intends to provide investment services or perform investment activities, the Bank shall not take a draft decision to propose to the ECB to grant a Class 1 authorisation unless it is satisfied that the applicant will comply with the relevant provisions.

(2) In this section—

“investment activities” has the same meaning as it has in the Markets in Financial Instruments Directive;

“investment services” has the same meaning as it has in the Markets in Financial Instruments Directive;

“relevant provisions” means the provisions of the Regulations of 2017 which apply under Regulation 2(2) of those Regulations.]

31G. F132[Shareholders and members (Class 1 firms).

31G.—(1) The Bank shall not take a draft decision to propose to the ECB to grant a Class 1 authorisation unless the application for the authorisation includes the names of—

(a) the applicant’s shareholders or members that have qualifying holdings and of the amounts of those holdings, or

(b) where there are no qualifying holdings, the 20 largest shareholders or members.

(2) In determining whether the criteria for a qualifying holding are fulfilled, the voting rights referred to in Articles 9 and 10 of Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004^46in relation to information about issuers whose securities are admitted to trading on a regulated market and the conditions regarding aggregation thereof set out in Article 12(4) and (5) of that Directive shall be taken into account.

(3) Voting rights or shares which institutions hold as a result of providing the underwriting of financial instruments or placing of financial instruments on a firm commitment basis included under point 6 of Section A of Annex I to Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014^47shall not be taken into account, provided that those rights are not exercised or otherwise used to intervene in the management of the issuer and are disposed of within one year of acquisition.

(4) The Bank shall not take a draft decision to propose to the ECB to grant a Class 1 authorisation if, taking into account the need to ensure the sound and prudent management of a Class 1 firm, it is not satisfied, having regard to the criteria specified insection 31H(1), as to the suitability of the shareholders or members.

(5) Where close links exist between the applicant and other natural or legal persons, the Bank shall take a draft decision to propose to the ECB to grant a Class 1 authorisation only where those links do not prevent the effective exercise of its supervisory functions.

(6) The Bank shall not take a draft decision to propose to the ECB to grant a Class 1 authorisation where the laws, regulations or administrative provisions of a third country governing one or more natural or legal persons with which the applicant has close links, or difficulties involved in the enforcement of those laws, regulations or administrative provisions, prevent the effective exercise of its supervisory functions.

(7) The Bank shall require holders of a Class 1 authorisation to provide it with the information they require to monitor compliance with the conditions referred to insubsections (5)and(6)on an ongoing basis.]

31H. F133[Waiver for credit institutions permanently affiliated to central body (Class 1 firms).

31H.—(1) The criteria referred to insection 31G(4)are as follows:

(a) the reputation of the shareholders or members of the applicant;

(b) the reputation, knowledge, skills and experience, as specified in Regulation 79 of the European Union (Capital Requirements) Regulations 2014, of any member of the management body who will direct the business of the shareholders or members of the applicant;

(c) the financial soundness of the applicant, in particular in relation to the type of business pursued and envisaged by the credit institution;

(d) whether the applicant will be able to comply and continue to comply with the prudential requirements of the European Union (Capital Requirements) Regulations 2014 and the Capital Requirements Regulation, and where applicable, other European Union law, in particular Directive 2002/87/EC of the European Parliament and of the Council of 16 December 2002^48and Directive 2009/110/EC of the European Parliament and of the Council of 16 September 2009,^49including, where applicable, whether the group of which it is a part has a structure that makes it possible to exercise effective supervision, effectively exchange information among the competent authorities of relevant Member States and determine the allocation of responsibilities among the competent authorities of relevant Member States;

(e) whether there are reasonable grounds to suspect that, in connection with the proposed authorisation, money laundering or terrorist financing within the meaning of Article 1 of Directive 2005/60/EC of the European Parliament and of the Council of 26 October 200515 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing is being or has been committed or attempted, or that the proposed authorisation could increase the risk thereof.

(2) In carrying out its assessment of the suitability of the shareholders or members, the Bank shall consult with the competent authorities of other relevant Member States if one or more of the shareholders or members is—

(a) a credit institution, insurance undertaking, reinsurance undertaking, investment firm, or a management company within the meaning of Article 2(1)(b) of Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009^50(in this subsection referred to as a “UCITS management company”) authorised in another Member State,

(b) the parent undertaking of a credit institution, insurance undertaking, reinsurance undertaking, investment firm or UCITS management company authorised in another Member State, or

(c) a natural or legal person controlling a credit institution, insurance undertaking, reinsurance undertaking, investment firm or UCITS management company authorised in another Member State.

(3) The Bank shall, without undue delay, provide competent authorities in other Member States with any information that is essential or relevant for the assessment of the shareholders or members.

(4) The Bank shall, for the purposes ofsubsection (3), communicate all relevant information upon request and all essential information on its own initiative.

(5) A draft decision taken by the Bank to propose to the ECB to grant a Class 1 authorisation shall indicate any views or reservations expressed by the competent authorities responsible for the shareholder or member concerned.

(6) In this section, “reinsurance undertaking” has the meaning assigned to it in point (6) of Article 4(1) of the Capital Requirements Regulation.]

31I. F134[Waiver for credit institutions permanently affiliated to central body (Class 1 firms).

31I.—(1) The Bank may waive the requirements set out insections 31D,31Eand31F(c)and(d)with regard to a credit institution referred to in Article 10 of the Capital Requirements Regulation in accordance with the conditions set out therein.

(2) Where the Bank exercises a waiver referred to inparagraph (1)—

(a) Regulation 7,

(b) Regulations 32 and 33,

(c) Regulation 35(1) to (3),

(d) Regulations 38 to 44,

(e) Regulations 61 to 84, and

(f) Regulations 115 to 130,

of the European Union (Capital Requirements) Regulations 2014 shall apply to the whole as constituted by the central body together with its affiliated institutions.]

31J. F135[Refusal of authorisation (Class 1 firms)

31J.—(1) Where the Bank rejects an application, it shall notify the applicant of the decision and the reasons therefor within 6 months of receipt of the application or, where the application is incomplete, within 6 months of receipt of the complete information required for the decision.

(2) The Bank shall, in any event, take a draft decision to propose to the ECB to grant a Class 1 authorisation or reject the application within 12 months of the receipt of the application.

(3) A decision under this section to reject an application is an appealable decision for the purposes of Part VIIA of the Act of 1942.

(4) A failure by the Bank to notify an applicant within 6 months of receipt of an application or, where an application is incomplete, within 6 months of receipt of the complete information required, in accordance with subsection (1), is an appealable decision for the purposes of Part VIIA of the Act of 1942.

(5) The Bank may reject an application only if—

(a) there are reasonable grounds for doing so on the basis of the criteria specified insection 31H(1), or

(b) the information provided by the applicant is incomplete.

(6) The Bank shall not assess an application in terms of the economic needs of the market.]

31K. F136[Prior consultation of competent authorities (Class 1 firms)

31K.—(1) The Bank shall consult the competent authorities of another Member State before taking a draft decision to propose to the ECB to grant a Class 1 authorisation where the applicant is—

(a) a subsidiary of a credit institution authorised in that other Member State,

(b) a subsidiary of the parent undertaking of a credit institution authorised in that other Member State, or

(c) controlled by the same natural or legal persons as those who control a credit institution authorised in that other Member State.

(2) The Bank shall, before taking a draft decision to propose to the ECB to grant a Class 1 authorisation, consult the competent authority that is responsible for the supervision of insurance undertakings or investment firms in the Member State concerned where the credit institution is—

(a) a subsidiary of an insurance undertaking or investment firm authorised in the European Union,

(b) a subsidiary of the parent undertaking of an insurance undertaking or investment firm authorised in the European Union, or

(c) controlled by the same natural or legal persons as those who control an insurance undertaking or investment firm authorised in the European Union.

(3) The Bank shall in particular—

(a) consult, in accordance withsubsections (1)and(2), when assessing the suitability of the shareholders and the reputation and experience of members of the management body involved in the management of another entity of the same group, and

(b) exchange with the competent authorities of other Member States any information regarding the suitability of shareholders and the reputation and experience of members of the management body which is of relevance for the granting of an authorisation and for the ongoing assessment of compliance with operating conditions.]

31L. F137[Conditions of authorisation (Class 1 firms)

31L.—(1) The Bank may propose to the ECB that the conditions of a Class 1 authorisation be amended, revoked or added to and it may propose to the ECB that conditions be imposed by the ECB in relation to a Class 1 authorisation from time to time if in the opinion of the Bank the amendment, revocation, addition or imposition is calculated to promote the orderly and proper regulation of credit institutions.

(2) Whenever the Bank proposes that the conditions of a Class 1 authorisation be added to or amended—

(a) it shall notify in writing the person who holds the Class 1 authorisation or to whom the Class 1 authorisation is intended to be granted that it proposes to amend or add to the conditions of the Class 1 authorisation, and of its reasons for so proposing and that the person may, within twenty-one days after the date of the giving of the notification, make representations in writing to the Bank in relation to the proposed amendment or addition, as the case may be, and shall specify in the notification, the amendment or addition, as the case may be,

(b) the person may make such representations to the Bank within the time aforesaid, and

(c) the Bank shall, before deciding to propose to the ECB to amend or add to the conditions of the Class 1 authorisation, as the case may be, consider any representations duly made to it under this subsection in relation to the proposed amendment or addition, as the case may be, and where, after so considering, the Bank decides to propose an amendment or addition, as the case may be, that differs from that specified in the notification concerned, it shall not be necessary to give a new notification under this subsection if the difference results in the condition concerned being no more onerous than would be the case had the Bank decided to propose to the ECB to amend or add to the conditions of the Class 1 authorisation, as the case may be, in accordance with the notification concerned.]

31M. F138[Revocation of authorisation (Class 1 firms)

31M.—(1) The Bank may—

(a) submit a proposal to the ECB to withdraw a Class 1 authorisation if the holder of the Class 1 authorisation so requests,

(b) submit a proposal to the ECB to withdraw a Class 1 authorisation if the holder of the authorisation—

(i) (I) has not commenced activities within twelve months of the date on which the authorisation was granted, or

(II) has ceased activities and has not resumed activities during a period of more than six months immediately following the cesser,

(ii) being a company, is being wound up,

(iii) is an undertaking having its registered office and its head office both located in the State, which is being duly wound up or otherwise dissolved,

(iv) has obtained the authorisation through false statements or any other irregular means,

(v) becomes unable to meet its obligations to its creditors or suspends payments lawfully due by it or no longer possesses sufficient own funds (being own funds to which the Capital Requirements Directive relates) or can no longer be relied upon to fulfil their obligations towards their creditors, and in particular no longer provides security for the assets entrusted to them,

(vi) is convicted on indictment of an offence under any provision of this Act or an offence involving fraud, dishonesty or breach of trust,

(vii) no longer fulfils the conditions under which the Class 1 authorisation was granted,

(viii) no longer meets the prudential requirements—

(I) set out in Parts Three (other than Articles 92a and 92b), Four or Six of the Capital Requirements Regulation, or

(II) imposed under Regulation 92(2)(a) or 93 of the European Union (Capital Requirements) Regulations 2014,

or can no longer be relied on to fulfil its obligations towards its creditors, and, in particular, no longer provides security for the assets entrusted to it by its depositors,

(ix) commits one of the breaches referred to in Regulation 55 of the European Union (Capital Requirements) Regulations 2014, or

(x) uses its licence exclusively to engage in the activities referred to in point (1)(b) of Article 4(1) of the Capital Requirements Regulation and has, for a period of five consecutive years, average total assets below the thresholds set out in that Article,

(c) submit a proposal to the ECB to withdraw a Class 1 authorisation if the business of, or the corporate structure of, the holder of the authorisation has been so organised or the holder of the authorisation has come under the control of any other undertaking not supervised by the Bank, such that the holder is no longer capable of being supervised to the satisfaction of the Bank, or

(d) submit a proposal to the ECB to withdraw a Class 1 authorisation if, since the grant of the authorisation, the circumstances relevant to the grant have changed and are such that, if an application for the authorisation were made in the changed circumstances, it would be refused.

(2) Whenever the Bank proposes to submit a proposal to the ECB to withdraw a Class 1 authorisation (other than in circumstances to which paragraph (a) of subsection (1) relates)—

(a) it shall notify the holder in writing of the reasons for the withdrawal and that the holder may, within twenty-one days after the date of the giving of the notification, make representations in writing to the Bank in relation to the proposed withdrawal,

(b) the holder may make such representations in writing to the Bank within the time aforesaid, and

(c) the Bank shall consider any representations duly made to it under this subsection in relation to the proposed withdrawal.

(3) Where a Class 1 authorisation is withdrawn by the ECB and the person who was the holder of the authorisation is not a company which is being wound up—

(a) that person shall, as soon as possible after the authorisation is withdrawn by the ECB—

(i) notify the Bank, and

(ii) as far as is reasonably practicable, notify every client concerned,

of the measures he is taking or proposes to take to discharge in full and without undue delay his liabilities in respect of those clients, and

(b) in the case where—

(i) that person has notified the Bank in accordance withparagraph (a)of this subsection and the Bank is of the opinion that the measures being taken or proposed to be taken for the purposes of that paragraph are not satisfactory,

(ii) that person has not so notified the Bank and the Bank is of the opinion that he has failed to so notify as soon as possible after the authorisation is withdrawn by the ECB, or

(iii) the Bank is of the opinion that that person has not taken all reasonable steps to so notify every client concerned,

then the Bank may give a direction in writing to that person for such period, not exceeding six months, as may be specified therein, prohibiting him from—

(I) dealing with or disposing of any of his assets or specified assets in any manner,

(II) engaging in any transaction or class of transaction or specified transaction, or

(III) making payments,

without the prior authorisation of the Bank, and the Bank may require that person to prepare and submit to it for its approval within two months of the direction, a scheme for the orderly discharge in full of his liabilities to the clients concerned.

(4) (a) Where a Class 1 authorisation is withdrawn by the ECB and the holder of the authorisation is a company which is being wound up, the liquidator of the company shall, in addition to his duties and obligations in respect of the winding up, be subject to the duties and obligations to which the company would be subject were it a company to which subsection (3) relates and that subsection shall, for the purposes of this subsection, be construed accordingly.

(b) Notwithstanding paragraph (a) of this subsection, the Bank may, where the ECB withdraws a Class 1 authorisation and the Bank considers it appropriate in the circumstances, remove in writing the duty and obligation imposed on the liquidator concerned to comply with paragraph (b) (as construed by this subsection) of subsection (3) and may impose in writing on that liquidator such further or other duty and obligation which corresponds to that set out in the said paragraph (b).

(5) Where the holder of a Class 1 authorisation—

(a) has its head office in another Member State, or

(b) carries on Class 1 business through a branch established in another such state,

the Bank shall, before deciding to submit a proposal to the ECB to withdraw a Class 1 authorisation, consult with the authority in that state that exercises in that state functions corresponding to those of the Bank under this Part, provided however that if immediate action by the Bank is called for it shall not be necessary for the Bank to consult as aforesaid but in such a case the Bank shall notify the authority concerned of the withdrawal of the Class 1 authorisation.

(6) In this section—

(a) an undertaking shall be treated as a fellow subsidiary of another undertaking if both are subsidiaries of the same undertaking but neither is a subsidiary of the other undertaking,

(b) “subsidiary undertaking”—

(i) in relation to an undertaking incorporated in, or formed under the law of the State has the same meaning as it has in Part 6 of the Companies Act 2014 (No. 38 of 2014), and

(ii) in relation to an undertaking incorporated in, or formed under the law of another, Member State, means any undertaking which is a subsidiary undertaking within the meaning of any rule or law in force in that State for the purposes of giving effect to Directive 2013/34/EU of the European Parliament and of the Council of 26 June 201317 ,

(c) “control” has the same meaning as it has in the European Union (Capital Requirements) Regulations 2014, and

(d) “associated undertaking” has the same meaning it has in paragraph 22 of Schedule 4 or Schedule 4A of the Companies Act 2014, as applicable.]

31N. F139[Publication of names of holders of authorisations and notices of revocation of authorisations (Class 1 firms)

31N.—(1) The Bank shall publish from time to time, but not less frequently than once a year, in such manner as it thinks fit, the names of the holders of Class 1 authorisations.

(2) The Bank shall as soon as may be after the revocation of a Class 1 authorisation, publish notice of the revocation in such manner as it thinks fit.

(3) The Bank shall notify the revocation of a Class 1 authorisation to the European Commission, European Banking Committee and to the European Banking Authority.

(4) The Bank shall keep each of the following informed of the names of the holders of Class 1 authorisation:

(a) the Registrar of the Supreme Court;

(b) the officer for the time being managing the Central Office of the High Court;

(c) every County Registrar;

(d) every District Court Clerk;

(e) the European Banking Committee;

(f) the European Banking Authority;

(g) the European Markets and Securities Authority;

(h) the Minister.]

31O. F140[Holders of Class 1 authorisations to keep certain records

31O.—(1) The holder of a Class 1 authorisation and each related body shall—

(a) keep at an office or offices within the State such records as may be specified by the Bank undersubsection (2), and

(b) notify the Bank in writing of the address of the office or offices where those records are kepart

(2) The Bank may specify records or classes of records for the purposes ofsubsection (1).

(3) The requirement imposed bysubsection (1)is additional to any other requirement imposed by law with respect to the keeping of records by the holder of a Class 1 authorisation and by related bodies.

(4) The holder of a Class 1 authorisation and each related body shall keep the records referred to insubsection (1)for such period as the Bank notifies in writing to that holder.

(5) The holder of a Class 1 authorisation may keep its documents wholly or partly in a non-legible form so long as they are capable of being reproduced in a legible form.]

31P. F141[Holders of Class 1 authorisations and others to provide Bank with required information and returns

31P.—(1) The holder of a Class 1 authorisation shall provide the Bank, at such times, or within such periods, as the Bank specifies from time to time, with such information and returns concerning the relevant business carried on by the holder as the Bank specifies from time to time.

(2) The holder of a Class 1 authorisation shall, at such time or within such period as the Bank specifies, provide the Bank with such information or return (not being information or a return specified undersubsection (3)) as it requests in writing concerning the relevant business carried on by the holder.

(3) The Bank may specify information or a return for the purposes of this section only if it considers it necessary to have that information or return for the proper performance of the functions imposed, or the proper exercise of the powers conferred, on it by law.

(4) A person shall not provide for the purpose of this section information or a return that the person knows to be false or misleading in a material respect.

(5) This section applies to the business of an associated company or a related body only in so far as the information and returns sought by the Bank are, in its opinion, materially relevant to the proper appraisal of the business of the holder of the Class 1 authorisation concerned.

(6) In this section—

“information and returns” and “information or return” include audited accounts and audited group accounts, and any other documents that are equivalent or correspond to audited accounts or audited group accounts;

“relevant business” means the business to which the Class 1 authorisation concerned relates.]

31Q. F142[Publication of business statements by holders of Class 1 authorisations

31Q.—A holder of a Class 1 authorisation shall publish statements in respect of the business to which the authorisation relates in such form and manner and at such times as may be specified by the Bank from time to time for the purpose of the performance of its statutory functions.]

31R. F143[Requirement for holders of MiFID authorisation to re-authorise

31R.—(1) Subject tosubsection (2), an undertaking referred to in point (1)(b) of Article 4(1) of the Capital Requirements Regulation which has been authorised under Part 2 of the Regulations of 2017 shall apply for a Class 1 authorisation or a licence, at the latest on the day when the undertaking satisfies either of the following conditions:

(a) the average of monthly total assets of the undertaking, calculated over a period of 12 consecutive months, is equal to or exceeds €30,000,000,000;

(b) the average of monthly total assets of the undertaking, calculated over a period of 12 consecutive months, is less than €30,000,000,000, and the undertaking is part of a group in which the total value of the consolidated assets of all undertakings in the group that individually have total assets of less than €30,000,000,000 and that carry out any of the activities referred to in paragraphs 3 and 6 of Part 1 of Schedule 1 to the Regulations of 2017 is equal to or exceeds €30,000,000,000, both calculated as an average over a period of 12 consecutive months.

(2) An undertaking referred to in point (1)(b) of Article 4(1) of the Capital Requirements Regulation that, on 24 December 2019, carried out activities as an investment firm authorised under the Regulations of 2017 shall apply for a Class 1 authorisation or a licence on or before the date that is 180 days from the later of—

(a) the date on which the European Union (Investment Firms) (No. 2) (Amendment) Regulations 2022 are made, and

(b) the date on which the regulatory technical standards referred to in Article 8a(6) of the Capital Requirements Directive are adopted by the Commission of the European Union.

(3) Subject tosubsection (4), an undertaking referred to insubsection (1)or(2)may continue to carry on the activities referred to in point (1)(b) of Article 4(1) of the Capital Requirements Regulation notwithstanding that neither a Class 1 authorisation nor a licence has been granted to the undertaking.

(4)Subsection (3)shall cease to apply to an undertaking as follows:

(a) where the undertaking concerned has failed to apply for a Class 1 authorisation or a licence in accordance with subsection (1) or (2), as applicable, on and from the date by which an application was required to be made under the subsection concerned;

(b) where—

(i) either—

(I) the application by the undertaking for a licence has been rejected under section 9(1)(b), or

(II) the application by the undertaking for a Class 1 authorisation has been rejected under section 31C(2)(b),

and

(ii) the undertaking has failed to make an appeal before the time limit for the making of an appeal under Part VIIA of the Act of 1942 has expired,

subject toparagraph (f), on the date on which that time limit expires;

(c) where—

(i) the application by the undertaking for a licence has been rejected undersection 9(1)(b),

(ii) the undertaking has made an appeal under Part VIIA of the Act of 1942, and

(iii) the decision on the final determination of the appeal is to uphold the decision of the Bank undersection 9(1),

subject toparagraph (f), on the date of the final determination of the appeal;

(d) where—

(i) the application by the undertaking for a Class 1 authorisation has been rejected undersection 31C(2)(b),

(ii) the undertaking has made an appeal under Part VIIA of the Act of 1942, and

(iii) the decision on the final determination of the appeal is to uphold the decision of the Bank undersection 31C(2),

subject toparagraph (f), on the date of the final determination of the appeal;

(e) where the ECB has objected to a draft decision to propose to it to grant a Class 1 authorisation or a licence to the undertaking, subject toparagraph (f), on the date on which the undertaking is notified of that objection;

(f) where the Bank determines that the application ofparagraph (b),(c),(d)or(e)would result in a detriment to—

(i) investors, or

(ii) the proper and orderly regulation and supervision of investment firms,

on the date, notified in writing to the undertaking concerned, which the Bank considers appropriate in order to allow the undertaking sufficient time to cease to carry on the activities referred to in point (1)(b) of Article 4(1) of the Capital Requirements Regulation in such a manner as to avoid any such detriment arising.

(5) Where the Bank, after receiving information in accordance with Article 95a of the Markets in Financial Instruments Directive, determines that an undertaking is required to apply for a Class 1 authorisation or a licence in accordance with subsection (1) or (2), it shall notify the undertaking and shall, where the Bank is not the competent authority for the purposes of that Directive, take over the authorisation procedure from the date of that notification.

(6) Where a holder of an authorisation granted under the Regulations of 2017 applies to the Bank for a Class 1 authorisation, the Bank shall, in determining whether the conditions referred to insections 31Dto31Ghave been complied with, take into account information received by the Bank in relation to the application by the holder for authorisation under the Regulations of 2017 insofar as such information is relevant to the application for a Class 1 authorisation.

(7) Where a holder of an authorisation granted under the Regulations of 2017 applies to the Bank for a licence, the Bank shall, in determining whether the conditions referred to insections 9Dto9Ghave been complied with, take into account information received by the Bank in relation to the application by the holder for authorisation under the Regulations of 2017 insofar as such information is relevant to the application for a licence.

(8) Where a holder of an authorisation granted under the Regulations of 2017 applies for a credit institution authorisation under the SSM Regulation in another Member State, the Bank shall, upon request, disclose to the competent authority in that Member State and the ECB information received by the Bank in relation to the application by the holder for authorisation under the Regulations of 2017.]

PART III Transfers of Banks

32. Interpretation (Part III).

32.—In this Part

F144[“building society” means a building society to which an authorisation has been granted or deemed to be granted under the Building Societies Act 1989;]

“security” includes a mortgage (whether legal or equitable), charge, debenture, bill of exchange, promissory note, guarantee, lien, pledge or other means of securing the payment of a debt whether present or future, or the discharge of an obligation or liability whether actual or contingent;

“the transferor”, “the transferee” and “the transfer date” have the meanings assigned to them by section 33 of this Act.

33. Approval by Minister of transfer of bank.

33.—(1) Whenever the holder of a licence F145[or a building society acting through its board of directors] (in this Part referred to as the transferor) agrees to transfer, in whole or in part, to another holder of a licence (in this Part referred to as the transferee) the business to which the licence relates F145[, or where the transferor is a building society the business to which its authorisation,] F146[and all or any of the other assets and liabilities of the transferor].

(a) the transferor and transferee may, F147[…] before the date on which the transfer is intended to take effect (in this Part referred to as the transfer date), submit to the Minister for his approval a scheme for the transfer,

(b) the transferor and transferee shall, not less than one month before the transfer date, publish notice of the transfer in at least one daily newspaper published in the State,

(c) the Minister, after consultation with the Bank, may, not less than two months before the transfer date, either approve of or decline to approve of the scheme by order F146[(in this section called a “transfer order”)],

(d) F148[if the Minister approves of the scheme—

(i) the assets and liabilities of the transferor described in the scheme shall be transferred under the transfer order, and

(ii) if the scheme so provides,sections 34to39and42have effect in relation to the transfer, but only to the extent that the scheme so provides,

(e)the Minister, if the transferor and transferee so request—

(i) may include in the transfer order such incidental, consequential and supplemental provisions as he or she thinks appropriate for facilitating and implementing the transfer and securing that it is fully and effectively carried out, including provisions for substituting the name of the transferee for the transferor or otherwise adapting references to the transferor in any instrument, and

(ii) may provide in the transfer order for such transitional matters, including the sharing of assets and other contracts, as the Minister considers appropriate,]

F146[(f)a transfer order takes effect notwithstanding:

(i) any duty or obligation to any person;

(ii) any provision of any enactment, rule of law, code of practice or agreement providing or requiring—

(I) notice to any person, or

(II) the consent, approval or concurrence of any person.]

(2) An order under subsection (1) of this section or under this subsection may, after consultation with the Bank and with the consent of the transferor and the transferee to whom it relates, be amended by the Minister by order.

F149[(3) Notwithstanding the periods specified insubsection (1)of this section, the Minister may, in any particular case, following consultation with the Governor, reduce one or more of those periods where, and to the extent, the Minister considers it necessary for the purpose of financial stability.]

F146[(4) Where the Minister approves of a scheme undersubsection (1)(c)involving a transfer which, in the Minister’s opinion, is intended to preserve or restore the financial position of the transferor or transferee, but which could affect the rights of third parties existing before the transfer—

(a) the relevant order undersubsection (1)shall be expressed as having been made with the intention of preserving or restoring the financial position of the transferor or transferee (with the possibility of affecting third parties’ pre-existing rights) and being intended to have effect outside as well as inside the State,

(b)sections 33Aand33Bhave effect in relation to the transfer, and

(c) the Minister may dispense with the requirement insubsection (1)(b)to publish prior notice of the transfer, and may substitute for that requirement a requirement to publish a contemporaneous or retrospective notice in such places as the Minister may direct.]

33A. F150[Effect of order under section 33(1) on certain other rights.

33A.—(1) This section andsection 33Bapply only where an order undersection 33(1)provides that they shall have effect.

(2) In this section “relevant agreement” means an agreement, arrangement, undertaking, scheme, licence, security, obligation or other instrument, or an oral contract, that a transferor or transferee (or any of the transferor or transferee’s subsidiaries, holding companies and any subsidiaries of their holding companies (with the respective meanings given by section 155 of the Companies Act 1963 )) is a party to, is bound by or has an interest in (regardless of whether governed by the law of the State or that of any other place).

F151[(2A) Where the transferor is ICS Building Society, the definition of “relevant agreement” insubsection (2)has effect as if the references to transferor also include the Governor and Company of the Bank of Ireland.]

(3) Any provision in a relevant agreement that would (apart from this subsection) cause any of the consequences specified insubsection (4)to follow by virtue of—

(a) the amendment of this Act by the Credit Institutions (Stabilisation) Act 2010,

(b) the publication of the Bill for that Act,

(c) the making of an order undersection 33(1)or any step taken in preparation for the making of such an order,

(d) an act done or omitted to be done in compliance with such an order,

(e) any consequences of such an act or omission,

(f) any consequence of a transfer expressed as set out insection 33(4),

(g) any other thing done or authorised to be done under, under or resulting from any provision of this Act,

is of no effect, and—

(i) no interest or right of any third party arises or becomes exercisable, and

(ii) no liability or obligation arises or is incurred by any third party,

without the express consent of the Minister, except to any extent to which the Minister provides otherwise by order undersection 33B.

(4) The consequences referred to insubsection (3)are the following:

(a) the creation of an obligation or liability;

(b) the suspension or extinction (however described, and whether in whole or in part) of a right or an obligation or the becoming subject to a right or an obligation;

(c) the termination or extinguishment of the relevant agreement concerned or a right or obligation under it;

(d) a right becoming exercisable to terminate or modify the relevant agreement or a right or obligation under it;

(e) an amount becoming due and payable or capable of being declared due and payable or ceasing to be payable;

(f) any other change in the amount or timing of any payment falling to be made or due to be received by any person;

(g) a right becoming exercisable to withhold, net or set off any payment under or in connection with the relevant agreement;

(h) the occurrence of an event giving rise to a default or breach of a right or obligation;

(i) a right becoming exercisable not to advance any amount;

(j) an obligation arising to provide or transfer a deposit or collateral;

(k) a right of transfer or assignment of an asset or liability;

(l) any right to enforce a guarantee, indemnity or security interest (however described);

(m) the triggering of any mandatory prepayment event (howsoever described);

(n) any obligation to return collateral or its equivalent;

(o) the cancellation of any obligation to advance any amount or to provide credit or a contingent instrument;

(p) legal proceedings becoming maintainable to enforce the relevant agreement;

(q) the termination or modification of an obligation to provide a service or product;

(r) the accrual of any right to give or withhold any consent or approval;

(s) any event of default or breach of any right arising;

(t) any right or obligation not arising;

(u) the imposition of any condition on the relevant agreement;

(v) the imposition of any condition on any right or obligation under the relevant agreement;

(w) the creation of any constructive or resulting trust or other equitable interest or equity;

(x) the accrual of any right to trace any property or to claim an equitable interest in or equity in respect of any property or to claim any breach of trust;

(y) any other right or remedy (whether or not similar in kind to those referred to inparagraphs (a)to(x)) arising or becoming exercisable.]

33B. F152[Minister’s power to modify application of section 33A.

33B.—(1) In this section “relevant agreement” has the same meaning as insection 33A.

(2) If the Minister is of the opinion that in a particular case or cases the effect ofsection 33Ais in all the circumstances unduly onerous, or causes unfairness or undue hardship, and that it is appropriate in all the circumstances to do so, he or she may by order provide that, notwithstanding anything in that section, a provision in a relevant agreement that provides for a consequence mentioned or referred to insection 33A(4)has effect to the extent specified in the order.

(3) An order undersubsection (2)—

(a) may make provision in relation to the effect of a provision in—

(i) a particular relevant agreement,

(ii) relevant agreements of a particular kind, or

(iii) rights held under a relevant agreement, or relevant agreements of a particular kind, by a particular person or a particular class of persons,

(b) in the case of an order that makes provision in relation to relevant agreements of a particular kind, may specify the kind by reference to any common characteristic of the instruments concerned,

(c) in the case of an order that makes provision in relation to rights held by a particular class of persons, may specify the class by reference to any common characteristic of the persons concerned, and

(d) may be expressed to have retrospective effect to a date falling after 13 December 2010.

(4) If the Minister considers that an order undersubsection (2)contains matter that is commercially sensitive, he or she may direct—

(a) that the obligations in relation to the order under section 3(1) of the Statutory Instruments Act 1947 are to be taken to be satisfied by the printing, sending to the institutions mentioned in section 3(1)(a) of that Act, publication and sale of a version of the order from which the commercially sensitive matter is omitted, or

(b) if the preparation of such a version would be impracticable, or would result in the version being seriously misleading, that the order is exempt from the operation of section 3(1) of that Act.

(5) A version of an order prepared in accordance with a direction given by the Minister undersubsection (4)(a)shall indicate that matter has been omitted from the version of the order and the general nature of that matter.

(6) A direction given by the Minister undersubsection (4)shall be published in Iris Oifigiúil as soon as practicable.

(7) Evidence of a direction given by the Minister undersubsection (4)may be given by the production of a copy of Iris Oifigiúil purporting to contain the direction.]

34. Transfer of accounts.

34.—Any account which is included in the business agreed to be transferred and is between the transferor and any person at any office or branch of the transferor in the State F153[(or, where the relevant transfer order undersection 33(1)so provides, inside and outside the State)] shall be transferred or deemed to be transferred to the transferee on the transfer date and become as and from that date an account between the transferee and that person with the same rights and subject to the same obligations and incidents (including rights of set-off) as would have been applicable thereto if such account between the transferor and the person had continued and any order, instruction, direction, mandate or authority given, whether before or after that date, by that person in relation to such account or any obligation entered into by the transferor in relation to any person and subsisting at that date shall apply and have effect after the transfer of the account to the transferee as aforesaid, and any moneys owing on such account by that person to the transferor at that date shall become due and payable by that person to the transferee instead of to the transferor, and any moneys owing on such account by the transferor to that person at that date shall become due and payable by the transferee to that person instead of by the transferor.

34A. F154[Transfer of property.

34A.—All contracts, agreements, conveyances, mortgages, deeds, leases, licences, undertakings, notices and other instruments, (whether or not in writing) entered into by, made with, given to or by, or addressed to the transferor (whether alone or with another person) relating to assets comprising real property or personal property (including choses in action) transferred are, to the extent that they were previously binding on and enforceable by, against or in favour of the transferor, binding on and enforceable by, against, or in favour of the transferee as fully and effectually in every respect as if the transferee had been the person by whom they were entered into, with whom they were made, or to or by whom they were given or addressed (as the case may be).]

35. Transfer of securities.

35.—Any security held by the transferor in connection with the business agreed to be transferred as security for the payment of the debts or liabilities (whether present or future, actual or contingent) of any person at any office or branch of the transferor F155[(whether inside or outside the State)] shall be transferred or deemed to be transferred on the transfer date and be held by and be available to the transferee as security for the payment of such debts and liabilities to the transferee; and where the moneys secured by such a security include future advances to or liabilities of any person, the said security shall as from that date be held by and be available to the transferee as security for future advances to that person by and future liabilities of that person to the transferee to the same extent to which future advances by or liabilities to the transferor were secured thereby immediately before that date.

36. Rights and obligations in relation to transferred securities.

36.—The transferee shall, in relation to F156[any property transferred in accordance with or by virtue of the provisions ofsection 34Aor] any security transferred or deemed to have been transferred to the transferee in accordance with or by virtue of the provisions of section 35 of this Act and the moneys thereby secured in accordance with those provisions, be entitled to the same rights and priorities and subject to the same obligations and incidents as the transferor would have been entitled and subject to if the same had continued to be held by the transferor, and in relation thereto the following provisions shall have effect:

(a) the transfer of any such security effected or deemed to be effected by section 35 of this Act shall not require registration under or in pursuance of the Registration of Deeds Act, 1707, the pre-Union Irish statute 33 Geo. 2, c. 14 (Ir.), the Registration of Title Act, 1964, or section 99 of the Companies Act, 1963, but shall operate for the purposes of those Acts as if it were made by deed duly registered on the transfer date under or in pursuance of whichever of those Acts may be applicable thereto;

(b) where section 35 of this Act effects an extension of or in relation to any such security so as to include future advances by or future liabilities to the transferee, such extension shall not require registration under or in pursuance of the Registration of Deeds Act, 1707, the Bills of sale (Ireland) Acts, 1879 and 1883, the Registration of Title Act, 1964, or section 99 of the Companies Act, 1963, but shall operate for the purposes of those Acts as if it were made by deed duly registered on the transfer date under or in pursuance of whichever of those Acts may be applicable thereto.

37. Transfer in the case of property held on bailment.

37.—The custody of any document, goods or other property held by the transferor in connection with the business agreed to be transferred as bailee for any other person at any office or branch of the transferor in the State F157[(or, where the relevant transfer order undersection 33(1)so provides, inside and outside the State)] shall be transferred or deemed to be transferred to the transferee on the transfer date and the rights and obligations of the transferor under any contract of bailment relating to the document, goods or property shall be transferred or deemed to be transferred on that date to the transferee.

38. Transfer of officers, clerks and servants.

38.— (1)F158[Subject tosubsection (5A), any officer] (other than a director or auditor), clerk or servant in the service or employment of the transferor and agreed by the transferor and transferee to be transferred under this section in connection with the business to be transferred shall on the transfer date be transferred from the service or employment of the transferor to and become an officer, clerk or servant (as the case may be) of the transferee with the same rights and subject to the same obligations and incidents in respect of such service or employment as he would have had or been subject to as an officer, clerk or servant of the transferor.

(2) F158[Subject tosubsection (5A), every such officer], clerk or servant as aforesaid who is a member of or entitled to benefit under a pension or superannuation scheme of the transferor and every officer, clerk or servant who was formerly employed by the transferor in connection with the business agreed to be transferred and is a member of or entitled to benefit under any such scheme shall with effect from the transfer date become a member of and entitled to the corresponding benefit under a corresponding pension or superannuation scheme of the transferee on terms not less favourable than those under the first mentioned scheme and any person who is, by reason of the membership of or entitlement to benefit under the first mentioned scheme of any officer, clerk or servant employed or formerly employed in connection with the business agreed to be transferred, entitled to benefit thereunder, shall be entitled with effect from the transfer date to the corresponding benefit under the said corresponding scheme on terms not less favourable than those under the first mentioned scheme.

(3) F158[Subject tosubsection (5A), any benefit] payable under a pension or superannuation scheme of the transferor to the personal representative (in his capacity as personal representative) of any deceased officer, clerk or servant formerly employed in the business agreed to be transferred and remaining unpaid on the transfer date shall become and be payable on that date by the transferee or under a corresponding pension or superannuation scheme of the transferee.

(4) F158[Subject tosubsection (5A), service or employment] with the transferor shall, for the purpose of ascertaining and calculating the right to benefit under any such corresponding scheme, be taken into account as if it were service or employment with the transferee but the transfer of service or employment from the transferor to the transferee shall not, of itself, give rise to any claim to benefit under any such scheme.

(5) The Minister may, at the request of the transferor and transferee, include in F158[an order undersection 33(other than an order referred to insubsection (4)of that section)] such provisions as he thinks appropriate for transferring the whole or any part of the property and assets of any pension or superannuation scheme of the transferor to a corresponding pension or superannuation scheme of the transferee and vesting it in the trustees or other persons charged with the administration of such corresponding scheme and for winding-up, dissolving, terminating or modifying any such scheme of the transferor and the scheme shall have effect in accordance with any such provisions, any such scheme of the transferor being wound up, dissolved, terminated or modified, as the case may be.

F159[(5A) This section does not apply in relation to a transfer of the undertaking of a bank under an order undersection 33(1)that is expressed as set out insection 33(4).]

(6) In this section—

“benefit” means any pension, annuity, lump sum, gratuity or other like payment given on retirement or payable after retirement in respect of past service or on or in connection with death during service or after retirement;

“pension or superannuation scheme of the transferor” means a scheme, arrangement or fund established in connection with the business of the transferor for the provision of benefit for the officers, clerks or servants (as the case may be) of the transferor or their dependants on their retirement or death;

“pension or superannuation scheme of the transferee” means a scheme, arrangement or fund established in connection with the business of the transferee for the provision of benefit for the officers, clerks or servants (as the case may be) of the transferee or their dependants on their retirement or death.

39. Application of certain instruments.

39.—Where

(a) the business agreed to be transferred consists of or includes the business of acting as trustee, executor, guardian or in any other fiduciary capacity, and

(b) the transferor was or is granted probate or administration or appointed trustee, executor, guardian or in any other fiduciary capacity by an instrument consisting of

(i) an order of a court,

(ii) a trust deed, settlement, covenant or agreement, or

(iii) a will, codicil or other testamentary instrument,

or

by any testamentary act other than those aforesaid (whether the instrument or act was made, executed or done before or after the transfer date),

the instrument or act shall as from the transfer date be read and construed and have effect as if for any reference therein to the transferor there were substituted a reference to the transferee.

40. Application of Bankers' Books Evidence Act, 1879.

40.—(1) The Bankers’ Books Evidence Act, 1879, shall continue to apply with respect to any books of the transferor transferred to the transferee in connection with the business agreed to be transferred and to entries made in those books before the transfer date.

(2)In this section “books” includes ledgers, day books, cash books, account books and all other books and records used in the ordinary business of the transferor before the appointed day.

41. Continuance of pending legal proceedings.

41.—Where, immediately before the transfer date, any legal proceedings are pending to which the transferor is a party and the proceedings have reference to the business agreed to be transferred, the name of the transferee shall on the transfer date be substituted for that of the transferor and the proceedings shall not abate by reason of such substitution.

42. Exemptions from stamp duty.

42.—(1) Section 12 of the Finance Act, 1895, shall not apply to the vesting in the transferee of any property of the transferor by virtue of this Act.

(2) Stamp duty shall not be charged on any agreement made between the transferor and the transferee for the transfer, in whole or in part, to the transferee of the business to which the licence F160[or authorisation] held by the transferor relates.

(3) Stamp duty shall not be charged on any instrument executed in order to supplement the transfers effected or deemed to be effected by sections 34 and 35 of this Act.

PART IV Currency

43. Standard of value.

43.—F162[…]

44. Issue of legal tender notes by Bank.

44.—F163[It shall be lawful for the Bank, with the authority of the European Central Bank, to issue legal tender notes.]

45. Amendment of section 49 of Act of 1927.

45.—Section 49 of the Act of 1927 is hereby amended by

(a) the substitution for subsections (1) and (2) of the following subsections:

and

(b) the substitution of “exchange” for“redeem” in subsection (3) and “exchanged” for“redeemed” in subsections (3) and (4).

46. Amendment of section 50 of Act of 1927 and of section 5 of the Currency (Amendment) Act, 1930.

46.—(1)Section 50 of the Act of 1927 is hereby amended by the substitution of “exchange” for“redemption” in each place where it occurs in subsections (1) and (2).

(2) Section 5 (3) of the Currency (Amendment) Act, 1930, is hereby amended by the substitution of “exchange” for“redeem” in each place where it occurs.

PART V Miscellaneous

47. Additional powers and functions of Bank.

47.—F164[…]

48. Central Bank Reserve Bonds.

48.—(1) The Bank may issue through the general fund securities (which shall be known as Central Bank Reserve Bonds and are in this section referred to as bonds) in its own name in exchange for such currency or currencies as the Bank may specify.

(2) The issue, holding and sale of any bonds shall be on and subject to such terms and conditions as the Bank may determine at the time of the issue of those bonds, including terms and conditions fixing the issue price of the bonds, the rate of interest to be paid thereon, the dates of payment of the interest thereon and the date of maturity of the bonds.

F165[(3)The Bank shall not issue bonds to bodies other than credit institutions.]

(4)Bonds shall be registered in the Bank.

(5)A holder of bonds may transfer them to any other holder of a licence but shall not transfer them to any other person.

(6) The Bank may purchase bonds from a holder thereof and shall cancel any bonds it purchases.

(7) Stamp duty shall not be chargeable on the issue, assignment, negotiation or redemption of bonds.

49. Transfer of Exchequer Account to Bank.

49.—(1) The Exchequer Account in the Bank of Ireland shall be transferred to the Bank and, accordingly, references in sections 10, 11, 13 and 15 of the Exchequer and Audit Departments Act, 1866, to the Bank of Ireland shall be construed as references to the Bank.

(2) This section shall come into operation on such day as the Minister appoints by order under this section.

50. Transfer of land bond registers to Bank.

50.—(1) Notwithstanding anything in the Land Purchase Acts or in any order under those Acts the registers of land bonds kept by the Bank of Ireland shall be transferred to the Bank.

(2) This section shall come into operation on such day as the Minister appoints by order under this section.

51. Provisions relating to Bank of Ireland.

51.—(1)Nothing in the Chapter, the Bank's Acts or the Act of 1929 shall operate

(a)to prevent a general court from time to time by resolution—

F166[(i)altering the objects and powers of the Bank of Ireland by abandoning, restricting or amending any existing object or power or by adopting a new object or power, or]

(ii) making such provision as it thinks fit in relation to the management of the affairs of or the conduct of the business of the Bank of Ireland (including, in particular, but without prejudice to the generality of the foregoing, provision relating to the Directors (including the Governor and Deputy Governor of the Bank of Ireland) of the Bank of Ireland or general courts or proceedings or voting thereat), or

(b)to prevent the Bank of Ireland from engaging in and carrying on any business specified in any such resolution and from doing anything incidental or ancillary to any such business.

(2) If any application is made to the Court in accordance with this section for the annulment of a resolution under subsection (1) of this section (in the subsequent provisions of this section referred to as a resolution), it shall not have effect except in so far as it is confirmed by the Court.

(3) Subject to subsection (4) of this section, an application under this section may be made by the holders of not less in the aggregate than 15 per cent in nominal value of the issued capital stock and any issued share capital of the Bank of Ireland.

(4) An application in relation to a resolution shall not be made under this section by any person who has consented to or voted in favour of the resolution.

(5) An application under this section shall be made within 21 days after the date on which the resolution was passed and may be made on behalf of the persons entitled to make the application by such one or more of their number as they may appoint in writing for the purpose.

(6)On an application under this section, the Court may make an order annulling the resolution or confirming the resolution either wholly or in part and on such terms and conditions as it thinks fit, and may, if it thinks fit, adjourn the proceedings in order that an arrangement may be made to the satisfaction of the Court for the purchase of the interests of dissentient members of the Bank of Ireland, and may give such directions and make such orders as it may think expedient for facilitating or carrying into effect any such arrangement so, however, that no part of the capital of the Bank of Ireland shall be expended in any such purchase.

(7) Where a resolution is passed

(a) if no application is made with respect thereto under this section, the Bank of Ireland shall, within 15 days from the end of the period for making such an application, deliver to the registrar of companies, within the meaning of the Companies Act, 1963, a printed copy of the resolution; and

(b) if such an application is made, the Bank of Ireland shall

(i) forthwith give notice of that fact to the registrar; and

(ii) within 15 days from the date of any order annulling or confirming the resolution, deliver to the registrar an office copy of the order and, in the case of an order confirming the resolution, a printed copy of the resolution.

The Court may by order at any time extend the time for delivery of documents to the registrar under paragraph (b) of this subsection for such period as the Court may think proper.

(8) If the Bank of Ireland makes default in giving notice or delivering any document to the registrar as required by subsection (7) of this section, the Bank of Ireland and every officer of the Bank of Ireland who is in default shall be liable to a fine not exceeding one hundred pounds.

(9) In this section

“the Act of 1929” means the Bank of Ireland Act, 1929,

“the Bank's Acts”, “the Charter”, and “general court” have the same meanings, respectively, as in the Act of 1929.

52. Amendment of Moneylenders Acts, 1900 and 1933.

52.—(1) The Moneylenders Acts, 1900 and 1933, shall not apply in relation to the holder of a licence or a trustee savings bank certified under the Trustee Savings Banks Acts, 1863 to 1965.

(2) F168[…]

53. Directors of Bank.

53.— F169[…]

54. Superannuation.

54.—(1) Notwithstanding anything in section 3 of the Central Bank Act, 1961, an amendment under that Act of the scheme made pursuant to section 33 (1) (c) of the Act of 1942 may provide that an award may be made under that scheme to or in relation to a person who is less than sixty years of age when he ceases to hold office as Governor for reasons other than death, infirmity of mind or body or abolition of office, if he has completed one term of office as Governor.

(2) The Bank may from time to time, with the approval of the Minister, make a scheme amending a scheme under section 31(4) of the Act of 1927 F170[(as continued in force by virtue of section 15(6) of the Central Bank Act, 1989)] or section 33(1)(c) of the Act of 1942 or a scheme under this subsection and a scheme under this subsection may, without prejudice to the generality of the foregoing, provide for the granting of superannuation benefits (including pensions, allowances and gratuities) to widows and children of persons to whom those schemes apply and for the payment of contributions in respect of such benefits by the persons to whom those schemes apply.

(3) Every scheme under this section shall be laid before each House of the Oireachtas as soon as may be after it is made and if either House, within the next twenty-one days on which that House has sat after the scheme is laid before it, passes a resolution annulling the scheme, the scheme shall be annulled accordingly, but without prejudice to the validity of anything previously done thereunder.

55. Return of deposits under Act of 1942.

55.—Upon the repeal of section 42 of the Act of 1942, the Accountant of the Courts of Justice shall return, as soon as may be, to any person who kept a deposit in the Court pursuant to that section immediately before such repeal the deposit and any accrued interest or income due thereon.

56. Amendment of Bankers' Books Evidence Act, 1879.

56.—Section 9 (inserted by theBankers’ Books Evidence (Amendment) Act, 1959) of the Bankers’ Books Evidence Act, 1879, is hereby amended by the insertion after subsection (3) of the following subsection:

57. Amendment of section 14 of Decimal Currency Act, 1970.

57.—Section 14 of the Decimal Currency Act, 1970, is hereby amended by the substitution of the following subsection for subsection (1):

58. Offences and punishments.

F172[58.—(1)Any person who contravenessection 7,14,17,F173[F174[…]]18or27of this Act and a holder of a licence who—

(a)has obtained a licence through false statements or any other irregular means,

(b)contravenes section19,20,26,31or33of this Act,

(c)commits by act or omission a breach of a condition duly imposed and which relates to a licence,

(d)fails to comply with a direction undersection 11(3)(c)(inserted by section 34 of the Central Bank Act, 1989),21or22of this Act, or a requisition under section23of this Act, or

(e)contravenes regulations undersection 24or25of this Act,

shall be guilty of an offence and shall be liable—

(i)on summary conviction, to a fine not exceeding £1,000 or, at the discretion of the court, to imprisonment for a term not exceeding 12 months, or to both, or

(ii)on conviction on indictment, to a fine not exceeding £50,000 or, at the discretion of the court, to imprisonment for a term not exceeding 5 years, or to both,

and, if the contravention, breach or failure in respect of which he was convicted is continued after conviction, he shall be guilty of an offence on every day on which the contravention, breach or failure continues after conviction in respect of the original contravention, breach or failure and for each such offence he shall be liable on summary conviction to a fine not exceeding £100 or on conviction on indictment to a fine not exceeding £5,000.

(2)Where there is a contravention in relation to a unit trust scheme ofsection 14(2)of this Act, the manager under the scheme shall be deemed to have contravenedsection 14of this Act.

(3)In any proceedings for an offence under this section which relates tosection 27of this Act, it shall be a good defence for the accused to prove that he was, at the relevant time, a person whose business it was to publish or arrange for the publication on behalf of some other person of advertisements or other solicitations and that the relevant advertisement or other solicitation was received for publication in the ordinary course of that business and that he did not know and had no reason to suspect that to use it to advertise or otherwise solicit could be an offence.]

59. Prosecution of offences by Bank.

59.—An offence under this Act which is being tried summarily may be prosecuted by the Bank.

60. Offences in relation to certain bodies.