Reform Process in Ireland: Company Law Changes
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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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.
