Divisions

Draft terms of division detail the allocation of assets, share exchange ratios, and shareholder rights. Directors and experts prepare explanatory and valuation reports, ensuring transparency and fairness. Shareholder meetings must approve the division, with dissenting shareholders entitled to request cash buyouts. Publicity requirements include filing draft terms with the Companies Registration Office (CRO) and making documents available for inspection or online.

Court confirmation is required to finalise a division, ensuring compliance, creditor protection, and proper allocation of assets and liabilities. Upon confirmation, assets, contracts, and obligations transfer automatically, and the transferor company dissolves. Provisions address liability for misleading statements in division documentation, with potential civil and criminal penalties for directors or experts who fail to exercise due care or provide accurate information.

Read a detailed Article on this subject with the Legislation and Cases, browse Irish Legal Guide  or Contact Us for advice below.