Reform Process in Ireland: Company Law Changes
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Dr Noel McGrath
Sutherland School of Law, University College Dublin
IRELAND
Company Charge Register along the lines of
pre-2013 English law.
Company Law Review Group Report (2004)
THE REFORM PROCESS IN IRELAND
All mortgages and charges are presumed
registrable.
Obligation to deliver particulars to Registrar within
21 days
Criminal sanctions abolished.
Extension of time provisions retained.
Particulars:
Date of creation;
Date and time of registration;
Description of property charged;
Details of person entitled to the charge.
THE NEW SCHEME
One stage procedure.
Two stage procedure:
Deliver a notice of intention to register;
If charge created within 21 days, then deliver particulars
of the charge;
Date of delivery of notice is the relevant date for priority
purposes.
REGISTRATION SYSTEM
Certificate of Registration retained in modified
form.
Certificate not conclusive as to the description of
property charged.
CERTIFICATE OF REGISTRATION
Date and time of registration replace date of
creation for priority purposes.
Date of registration does not impact on any priority
rule which is dependent on notice.
Fixed/Floating charge distinction remains important
for priority purposes.
PRIORITY
Current law is that the register does not provide
constructive notice of the existence of a negative
pledge.
Proposal:
Registrar is prohibited from entering notice containing a
negative pledge (some practical problems here)
The fact that the Registrar has received particulars
containing a negative pledge has no legal effect.
NEGATIVE PLEDGE CLAUSES
Explore the reform process in Ireland regarding the Company Charge Register, registration system, certificates, priorities, and negative pledge clauses. Changes include the presumption of registrability for mortgages, criminal sanctions abolition, and modifications in registration procedures.
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Presentation Transcript
IRELAND Dr Noel McGrath Sutherland School of Law, University College Dublin
THE REFORM PROCESS IN IRELAND Company Charge Register along the lines of pre-2013 English law. Company Law Review Group Report (2004)
THE NEW SCHEME All mortgages and charges are presumed registrable. Obligation to deliver particulars to Registrar within 21 days Criminal sanctions abolished. Extension of time provisions retained. Particulars: Date of creation; Date and time of registration; Description of property charged; Details of person entitled to the charge.
REGISTRATION SYSTEM One stage procedure. Two stage procedure: Deliver a notice of intention to register; If charge created within 21 days, then deliver particulars of the charge; Date of delivery of notice is the relevant date for priority purposes.
CERTIFICATE OF REGISTRATION Certificate of Registration retained in modified form. Certificate not conclusive as to the description of property charged.
PRIORITY Date and time of registration replace date of creation for priority purposes. Date of registration does not impact on any priority rule which is dependent on notice. Fixed/Floating charge distinction remains important for priority purposes.
NEGATIVE PLEDGE CLAUSES Current law is that the register does not provide constructive notice of the existence of a negative pledge. Proposal: Registrar is prohibited from entering notice containing a negative pledge (some practical problems here) The fact that the Registrar has received particulars containing a negative pledge has no legal effect.
