ComplianceSME

Ireland · The public limited company

A division involving a public limited company: the draft terms, the reports, the meetings and the order

the Companies Act 2014 · sections 1152 to 1160, 1162, 1163, 1165 and 1166

Where the problem is

As with a PLC merger, there is a single route. A division involving a PLC may not be put into effect save under and in accordance with the provisions of Chapter 4 (section 1152(1)). Any attempt to assemble the same outcome from other provisions falls outside the Chapter.

The availability periods are the same 30 days. The requirements of section 1157(1) must be fulfilled by each company involved at least 30 days before the date of the general meeting (section 1157(2)), and the documents to which section 1158(1) applies must be available in each company for 30 days before that date (section 1158(3)). Where the latest statutory financial statements of any company involved relate to a financial year ended more than 6 months before the date section 1156(1) identifies, a division financial statement is required, subject to sections 1156(6) and (8).

What the Companies Act 2014 requires

Sections 1152 to 1155 set the common draft terms, the directors' explanatory report and the expert's report. Sections 1156 to 1160 govern the division financial statement, registration, inspection of documents and the general meetings, and section 1159(8) sets the conditions referred to in section 1159(7), which include compliance with sections 1157 and 1158.

Sections 1162, 1163, 1165 and 1166 govern minority shares and the court's confirmation order. Where a shareholder makes a request under section 1162(1), the successor companies, or such one or more of them as they agree among themselves, must purchase those shares in the manner section 1162(3) sets.

The tool that solves it

Files 154, 155, 156 and 157 of the IE-COMPANY package cover this situation. File 154 works through the common draft terms and the directors' explanatory report. File 155 works through the expert's report and the division financial statement. File 156 works through registration, inspection of documents and the general meetings. File 157 works through minority shares and the court's confirmation order.

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

Files for this situation

Free · this situation only

The working files named above cover this situation. You take them from your free ComplianceSME account when this situation arises, and you come back to the site for the next situation.

You take the starter pack first: PRINT_ME_FIRST.pdf, the training file T_TRAIN, the four volumes of the reference file T_HELP, and File 1, which builds the ENTITY_PASSPORT.md that the other files require. The situations open in your account once you have taken the starter pack.

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The free system

Free · with a free account

The ComplianceSME system for the Companies Act 2014 is free. It needs a free ComplianceSME account and runs inside your own Claude account. It holds 215 working files, the training file, the reference file in four volumes, the regulation analysis, the final review with the gap analysis, and the report assembly. You take the starter pack first, and after that the files for one situation at a time, as each situation arises.

The starter pack holds PRINT_ME_FIRST.pdf, the training file T_TRAIN, the four volumes of the reference file T_HELP, and File 1, which builds the ENTITY_PASSPORT.md that every other working file requires. Print PRINT_ME_FIRST.pdf and read it before any other file.

The system runs in your own Claude account. Upload the files, type START, and the system asks you one question at a time until it has built your documentation, citing the section at every point.

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

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