Company Law

A Company is a legal entity separate from a person and has its own legal identity or personality.    The rules and regulations in relation to the formation and running of Companies in Ireland are to be found in The Companies Act 1963 and numerous amendments and additions which have been made since then.  A number of different types of Companies are permitted under Irish Law;  these include Private Companies, Public Companies, Companies Limited by Guarantee and Unlimited Companies.

In general, a Company is owned by its Shareholders and is run by the Directors who are appointed by the Shareholders.  The vast majority of Companies in Ireland are Private Companies which, quite often, have the same people as Shareholders and Directors.    The Directors of Companies have a duty to ensure that they comply with all the rules and regulations under the Companies Act 1963 as amended.    
  
If you are a Director or Secretary of a Private Company, you should arrange to contact our Offices in order that you can be fully briefed and informed on how the new Companies Bill 2011, which includes radical new legislation impacts on you as an officer of your Company.   

If you are a Director or Shareholder in a Company and you need advice on any aspect of the running of your Company, please contact us at Steen O’Reilly, where we will be happy to advise you.    YOUR FIRST CONSULTATION WILL BE FREE OF CHARGE.

Company Restructuring and Insolvency:

In these difficult times, your Company may be facing financial difficulties and may need to be restructured.  If your Company is facing difficulty there are a number of ways in which Steen O’Reilly can help.   We can advise on all aspects of Corporate Restructuring, rescue and, if necessary dissolution or liquidation.


Examinership:

Where a Company is experiencing financial difficulties, and the Directors and Shareholders feel that it may be possible to rescue it by reorganising or restructuring its affairs an Application can be made to the High Court to have an Examiner appointed to that Company.  Where an Examiner is appointed, a Company is protected from its creditors for a determined period of time during which period the Examiner and those involved in the Company can try to find new investors or consider any proposals to rearrange its affairs.  Subject to the Court’s approval, these proposals can become binding on the Company’s Creditors.   It is important to realise that many Companies have successfully survived a period of Examinership and gone on to expand.   

Liquidation:

If it is not possible to successfully reorganise a Company, the Directors owe specific duties to the Creditors to wind up a Company which is insolvent.    In general, if the Directors of a Company continue to trade while knowing the Company is insolvent, they could be personally liable to the Creditors of the Company for some or all of the Company’s debts.  It is important, therefore, that if you are a Director and you feel that the Company cannot be restructured, that you obtain immediate legal advice as to how to wind up the Company.  This process is known as either a “Creditor’s Voluntary Liquidation” or a “Court Ordered Liquidation”.    We at Steen O’Reilly can advise and guide you through this process. Please contact us

Voluntary Liquidation:

Where a Company is solvent, but the Shareholders decide to wind up the Company for any reason, such as the intended retirement of people involved in the business or the closing down of a business, or where the purpose for which the Company was set up is complete, it is possible to structure a Voluntary Liquidation.  The Company must have sufficient assets to pay off all its Creditors within a period of twelve months, this Liquidation is known as a “Members Voluntary Winding Up”.   We at Steen O’Reilly can advise and guide you through this process. Please contact us


Receivership:

A Receiver is generally appointed over a Company by a Creditor who has some form of security or legal charge over the Company’s property or assets, (for example a Bank).  The Receiver can sell off such part of the Company’s assets in order to pay off the liabilities to the Creditor who appointed it but can also manage, operate and run the business of the Company for the benefit of the Secured Creditor.   There are certain instances where the Court can appoint a Receiver, where there is no security in existence in favour of a Lending Institution. We at Steen O’Reilly can advise and guide you through this process. Please contact us    


Insolvency:


Due to the high risks involved to Directors personally, it is imperative that if you are a Director of a Company and you believe it to be insolvent, that you obtain legal advice immediately regarding your duties and responsibilities to the Company and to the Company’s Creditors.  We at Steen O’Reilly can advise and guide you through this process. Please contact us


If you have any queries in relation to Company Law, please contact us.

PLEASE NOTE THAT THE FIRST CONSULTATION IS FREE!