The Companies Act 2014 introduced domestic mergers for the first time. The new merger provisions allow a merger between two private Irish companies so that the assets and liabilities and corporate identity of one are transferred by operation of law to the other before the former is dissolved without going into liquidation.
A company that is considering purchasing the trade may wish to just purchase the trade Instead of transferring the shares in the target company to the acquiring company.
A share-for-share exchange involves a company issuing new shares or debentures to a person or a company in exchange for that person’s shares or debentures in another company.
Part 20 of the Companies Act 2014 provides for the re-registration from one company type to another. The Act has lessen the restrictions on re-registration and the amount of times a company can re-register. An LTD may re-register as a CLG and vice versa for first time which was not provided for under the old Companies Act. An LTD cannot have paid up share capital or requires order from the High Court.
If a company has ceased to trade or has never traded an alternative to placing the company into liquidation is applying for voluntary strike off.
Registration of a Business Name obligatory if any individual or partnership or any corporate bodies carries on business under a name other than their own true names. The purpose of registration is to make public aware of the identities of individuals behind the business name. The applicant must have a place of business in the State.
Section 30, s. 191(2) and s. 198(4) of Companies Acts 2014 states that a company may, by special resolution, with the approval by the Registrar of Companies signified in writing, change its name.
One of the most common changes in a company is the appointment or resignation of a director or the company secretary. Even though it appears to a straight forward process it should be completed correctly and is more than simply filing a B10 form.
One of the first steps in setting up a company will be to select an appropriate company type. The activities of the company will determine the most appropriate company type.
A foreign limited company registered abroad may register a branch in the State. Any company that is registered abroad and establishes a branch in the State must register with the Registrar of Companies within 30 days of establishment of the branch in the State.