Ireland · Schemes of arrangement, mergers and divisions

A division of a private company: the common draft terms, the reports, the meetings and the order

the Companies Act 2014 · sections 489 to 503

The Act refuses a mixed procedure. All the elements of the operation constituting a division must be effected by proceeding either under Chapter 4 or under Chapter 1, and not partly under one and partly under the other (section 489). A transaction assembled from the parts of each is not a division that the Act recognises.

Timing again turns on 30 days. Sections 494(1) and (2) must be complied with by each of the companies involved at least 30 days before the date on which the resolution on the common draft terms is passed (section 494(4)), and the documents to which section 495(1) applies must be available in each company for 30 days before that date (section 495(3)). Where the latest statutory financial statements of any company involved relate to a financial year ended more than 6 months before the date of the common draft terms, a division financial statement is required, subject to section 493(6) (section 493(1)).

Sections 489 to 492 set what a division is, the common draft terms, the directors' explanatory report and the expert. Sections 493 and 494 set the division financial statement, registration and publication. Sections 495 to 498 govern inspection of documents and the general meetings, and the subsequent steps may not be taken unless the common draft terms have been approved by the resolution section 496(2) requires, subject to section 496(6).

Sections 499 to 503 govern minority shares, the protection of creditors and the court's confirmation order. Where a minority shareholder makes a request under section 499(1), the successor companies, or such one or more of them as they agree among themselves, must purchase those shares in the manner section 499(2) sets. Creditor protection is a separate condition of the order and is not satisfied by shareholder approval.

Files 75, 76, 77 and 78 of the IE-COMPANY package cover this situation. File 75 works through the common draft terms, the explanatory report and the expert. File 76 works through the division financial statement, registration and publication. File 77 works through the inspection period and the general meetings. File 78 works through minority shares, creditor protection and the confirmation order.

This situation is covered by these files from the pack IE-COMPANY

• File 75 · Divisions: the common draft terms, the explanatory report and the expert
• File 76 · Divisions: the division financial statement, registration and publication
• File 77 · Divisions: inspection of documents and general meetings
• File 78 · Divisions: minority shares, protection of creditors and the confirmation order

ComplianceSME tracks the Companies Act 2014 and issues update files through the membership, so that you are never working from a superseded version. Membership

Back to the Irish library →