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24 1971

CENTRAL BANK ACT, 1971

PART III

Transfers of Banks

Interpretation ( Part III ).

32. —In this Part—

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.

Approval by Minister of transfer of bank.

33. —(1) Whenever the holder of a licence (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—

(a) the transferor and transferee may, not less than four months 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,

(d) if the Minister approves of the scheme under this section, the provisions of sections 34 to 39 and 42 of this Act shall, if, and to the extent only that, the scheme so provides, have effect in relation to the transfer,

(e) the Minister may, at the request of the transferor and transferee, include in an order approving of the scheme under paragraph (c) of this subsection such incidental, consequential and supplemental provisions as he thinks appropriate for facilitating and implementing the transfer and securing that it shall be 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 statute or instrument made under statute.

(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.

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 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.

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 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.

Rights and obligations in relation to transferred securities.

36. —The transferee shall, in relation to any security transferred or deemed to have been transferred to the transferee in accordance with J 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.

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 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.

Transfer of officers, clerks and servants.

38. —(1) 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) 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) 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) 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 the order under section 33 of this Act 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.

(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.

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.

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.

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.

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 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.