Warranties
Warranties
There are no implied terms and conditions on the sale of shares so that in effect, all risk would lie with the buyer. In the absence of a specific misrepresentation, the buyer takes the company as is.… Read the rest
Companies
Unlimited Companies
The Companies Act, 2014 provides for three types of unlimited companies: private unlimited company (ULC), public unlimited company (PUC), and public unlimited company with no share capital (PULC). The Act applies general provisions to these companies, with variations specified in Part 19.… Read the rest
Types of Company
Overview I
The vast majority of existing corporate bodies have been formed as companies by registration under the Companies Acts. The Companies Act 1963 and its predecessor Acts dating from 1908 have provided for broadly similar categories of company.… Read the rest
The Secretary
Company Secretary
Every company, including a single member company, must have a secretary. The secretary may also be a director. This is typically the case with small-scale private companies. A director can be both director and secretary.… Read the rest
The Registrar
The Companies Registration Office
The Companies Registration Office is the public registrar of information in relation to companies. It maintains a file for each company. It registers and maintains filings of a wide range of company documents.… Read the rest
The OCDE
ODCE I
The Office of the Director of Corporate Enforcement (“ODCE”) was established in 2001. It is staffed by members of An Garda Siochana, accountants, administrators and lawyers. It was designed to improve compliance with company law.… Read the rest
The Constitution
2014 Act Constitutions I
The Companies Act, 2014 provides for new types of company constitution. A limited company’s constitution is now a single document, containing or incorporating clauses which formerly would have been comprised in the memorandum and articles of association. … Read the rest
Terms of Loans
Records of Loans
The Companies Act 2014 requires that loans and credit transactions between the company and directors must be evidenced in writing, in order to be enforceable. The requirement applies to loans by directors to companies and loans by companies to directors. … Read the rest
Termination of Office
Status of Director
Under the default Companies Act provisions and standard articles, a director may resign by notice in writing to the company.The question of what constitutes resignation is one of fact. The resignation may also terminate employment or a service contract with the company.… Read the rest
Tax Due Diligence
Tax Due Diligence
A due diligence on the tax liabilities and position of the target company is essential in a share purchase. The target company may have hidden tax liabilities arising from the previous trading. It may be subject to contingent liabilities due to past transactions.… Read the rest