THE IRISH COMPANIES ACT 2014 (the Act) is structured to facilitate its use in relation to the formation and regulation of most common types of company as follows: A private company limited by shares (LTD), a Designated Activity Company (DAC), a Company Limited by Guarantee ( a CLG), a private unlimited company (ULC), a public limited company (PLC) under Part 20 or Part 22 of the Act, a public unlimited company under Part 17 of the Act (a PUC); and a public unlimited company that has no share capital and referred to in Part 17 (a PULC).
A PLC which is an investment company is regulated by Part 24 of the Act.
A Societas Europaea (SE), where registered with the Registrar of Companies, is regarded as public limited company under Council Regulation EC 2157/2001 (on the Statute for a European Company) (“SE Regulation”) and the European Communities (European Public Limited Liability Company) Regulations 2007. S.I.21/2007. It is subject to the laws applicable to public limited companies in Part 17 of the Act, but not the laws applicable to an investment company in Part 24 of the Act.
Finally the other corporate vehicle available, is the European Cooperative Society (SCE). An SCE is (a) a legal entity that allows its members to carry out common activities, while preserving their independence (b) its principal object is to satisfy its members' needs and not the return of capital investment ( c) members benefit proportionally to their profit and not to their capital contribution.
We provide corporate and commercial law and regulatory advice and drafting to a range of regulated financial services companies, international companies, SMEs, and entrepreneurs.
We have detailed industry experience on specific sectors, including Financial Services, Fintech, and Medtech.
Our Corporate lawyers have advised on numerous high profile transactions over the years and members of the team have also worked abroad for blue chip international law firms. We provide advice and drafting on:
- Agency, Affiliate Marketing, Channel partner and Distribution agreements. As more and more distribution is internet related, we have developed know how specifically related to internet related distribution
- Asset Sale Agreements, their structuring and drafting
- Company Secretarial and compliance, including the qualifications, rights and duties of a company secretary, the filing requirements, providing all necessary drafting and filing in the Companies Registration Office
- Companies Act 2014 advice including on the structuring and formation of LTDs, DACs, CLGs, Unlimited Companies and Public Companies (whether with limited liability or unlimited liability), Public Companies which are investment companies, SEs and SCEs.
- Competition Law particularly as it impacts vertical distribution, and technology transfer as each have evolved in a dispersed internet environment
- Conflict of interest regulation under various sections of the Act
- Corporate Reorganisation and Restructuring, including share for share swaps and share for undertaking swaps, and compliance with the Companies Act 2014, the SDCA 1999 and the TCA 1997 as amended
- Cross Border Mergers for limited liability companies under the Companies Act 2014 and related EU Regulations including where necessary, preparing and making the necessary court application to give effect to a merger application
- Debt Equity Swaps, the due diligence required, and their structuring and implementation
- Directors Statutory Duties and responsibilities, what are they and providing advice and assistance on compliance with each
- Directors services contracts, their structuring and drafting;
- Employee Share and Share option schemes, their structuring and drafting
- Foreign Direct Investment, including incorporation in Ireland, establishing an Irish holding company, passporting into England, registrations required with Revenue
- Franchise agreements; including internet franchises
- Gaming and Lotteries, providing advice on the current law and how it is likely to evolve
- Healthcare, including regulatory requirements for type approval, WEEE and ROHS Regulations compliance, authorisations for Primary Health Care Centres, for Hospitals, the sale online of Vitamins, Health Products, and Pharmaceuticals, the distribution of Pharmaceuticals, and Testing Devices and providing access online to Healthcare Information and Diagnostic Services
- International Sales of Goods and Services cross border, including structuring contracts for sale of goods and services in light of Irish and EU legislation, INCO and other terms, providing advice on securing payment, structuring bills of exchange, proper law and jurisdiction, regulatory compliance advice, advice on customs and excise duties
- Investment Agreements, their structuring and drafting with Angel Investors, Private Investors, VCs, Founders, Enterprise Ireland and others
- Joint Ventures and Partnerships, advising on and their structuring
- Licensing and Distribution of Enterprise Software, Mobile Apps and Software electrically programmed onto an IC
- Manufacturing Agreements for products including semi-conductor products
- Market Abuse Law and regulation under section 1365 of the Act, under the Market Abuse Regulation No 596/2014, Commission Implementing Regulation 2015/2392 and under Directive 2014/57/EU•Members of Companies, their rights and obligations under the Companies Act 2014 and EU Regulations
- Mergers and Acquisitions by way of shares or assets
- Merger Control, regulatory advice under Irish and EU law
- Migration for corporate investment funds into Ireland or from Ireland to another jurisdiction under sections 1408 to 1415 of the Act
- Outsourcing Agreements for services, including TUPE aspects, Managed Services Agreements, sub contracting agreements, in each case their structuring and drafting
- Pensions including small self-administered pension schemes, regulatory advice and drafting
- Private Equity and Venture Capital, passporting into Ireland, Irish corporate vehicles appropriate for each
- Public Procurement Law and advice, particularly for SMEs
- Redomicile provisions/Migration for Funds from other jurisdictions
- Reduction in capital, and the legal restrictions
- Sale and Purchase of dental practices
- Shareholders Agreements, their structuring and drafting
- Shares and Share Option schemes, Put Options, Call Options, the provision of regulatory advice and drafting
- Services Supply agreements for Cloud Services, IT Services, SaaS services, PaaS services, SLAs
- Tax Migration to Ireland from other countries.
- Transparency requirements regarding issuers of securities admitted to trading on certain markets under section 1379 and section 1380 of the Act, and the Transparency (Regulated Markets) Directive and under regulations passed under section 1380 of the Act.