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7 1945

MINERALS COMPANY ACT, 1945

PART II.

Dissolution of Comhlucht Gual-Láthkach Shliabh Árdachadh, Teoranta and transfer of its undertaking to the continuing company.

Transfer date.

4. —The Minister may by order appoint a day to be the transfer date for the purposes of this Part of this Act.

Dissolution of the dissolved company.

5. —On the transfer date the dissolved company shall, by virtue of this section, be dissolved.

Provisions in relation to shares in dissolved company.

6. —(1) All shares in the dissolved company which immediately before the transfer date are held by any person other than the Minister for Finance shall, by virtue of this subsection, be transferred, on the transfer date, to the Minister for Finance.

(2) All shares in the dissolved company shall, by virtue of this subsection, be and become, on the transfer date, shares in the continuing company, and the capital of the continuing company shall, notwithstanding anything contained in subsection (2) of section 5 of the Principal Act, be increased accordingly.

Transfer of property of dissolved company to the continuing company.

7. —(1) Subject to the provisions of this section, all property, whether real or personal (including choses-in-action) which immediately before the transfer date was vested in, or belonged to, or was held in trust for, the dissolved company and all rights, powers and privileges relating to or connected with any such property shall, on the transfer date and without any conveyance or assignment but subject where necessary to transfer in the books of any bank, corporation, or company, become and be vested in or the property of or held in trust for (as the case may require) the continuing company for all the estate, term or interest for which the same immediately before the transfer date was vested in or belonged to or was held in trust for the dissolved company.

(2) All property transferred by this section which, immediately before the transfer date, was standing in the books of any bank or is registered in the books of any bank, corporation, or company shall, upon the request of the continuing company made on or at any time after the transfer date, be transferred in such books by such bank, corporation, or company into the name of the continuing company.

(3) On and after the transfer date, every chose-in-action transferred by this section to the continuing company may be sued upon, recovered, or enforced by the continuing company in its own name and it shall not be necessary for the continuing company to give notice to the person bound by such chose-in-action of the transfer effected by this section.

Transfer of liabilities of dissolved company.

8. —(1) Every debt and other liability (including unliquidated liabilities arising from torts or breaches of contract) which immediately before the transfer date is owing and unpaid or has been incurred and is undischarged by the dissolved company shall, on the transfer date, become and be the debt or liability of the continuing company and shall be paid or discharged by and may be recovered from or enforced against the continuing company accordingly.

(2) Notwithstanding the repeal of the Slievardagh Coalfield Development Act, 1941 (No. 8 of 1941), sections 10 and 11 of that Act shall on and after the transfer date continue to apply, in respect of any sums advanced to the dissolved company under section 9 of the said Act and unpaid immediately before the transfer date, with the modification that the references in the said sections 10 and 11 to the dissolved company shall be construed as references to the continuing company.

Preservation of continuing contracts of dissolved company.

9. —Every bond, guarantee, or other security of a continuing nature made or given by the dissolved company to any person, or by any person to such dissolved company, and in force immediately before the transfer date, and every contract or agreement in writing made between the dissolved company and another person and not fully executed and completed before the transfer date shall, notwithstanding the dissolution of the dissolved company, continue in force on and after the transfer date, but shall be construed and have effect as if the name of the continuing company were substituted therein for the name of the dissolved company, and such security, contract, or agreement shall be enforceable by or against the continuing company accordingly.

Continuance of pending legal proceedings.

10. —In every action, suit, or proceeding which is pending on the transfer date in any court or tribunal and to which the dissolved company is a party, the continuing company shall on the transfer date become and be a party in the place of the dissolved company and such proceeding shall be continued between the continuing company and the other parties thereto accordingly and no such proceeding shall abate or be discontinued or prejudicially affected by reason of the dissolution of the dissolved company.

Preservation of contracts of service.

11. —Every contract of service express or implied which is in force immediately before the transfer date between the dissolved company and any officer or employee of the dissolved company shall continue in force on and after the transfer date, but shall be construed and have effect as if the continuing company were substituted therein for the dissolved company, and every such contract shall be enforceable by or against the continuing company accordingly.

Exemption from stamp duties.

12. —(1) Section 12 of the Finance Act, 1895, shall not operate so as to require the continuing company to deliver to the Revenue Commissioners a copy of this Act or to pay any stamp duty under that section on any copy of this Act.

(2) Stamp duty shall not be chargeable on any transfer, conveyance or other instrument executed for the purpose of supplementing or giving effect to the vesting of the assets of the dissolved company in the continuing company.

Balance sheet, etc., of continuing company for year ending on 31st March, 1945.

13. —In drawing up its balance sheet and profit and loss account for the accounting year ending on the 31st day of March, 1945, the continuing company shall treat the trading of the dissolved company during the period commencing on the 1st day of April, 1944, and ending on the day immediately before the transfer date as if it were the trading of the continuing company.