IRELAND Law and Practice Contributed by: Philip Tully, Emma Doherty, Geraldine Carr, Simon Shinkwin and Carlo Salizzo, Matheson LLP
2.4 Right to Appeal The parties to a transaction may appeal a screen - ing decision to an adjudicator within 30 days. Adjudicators’ decisions may be appealed further within 30 days to the High Court on points of law only. These appeal proceedings would not be held in public due to the sensitivity of the issues involved. 3. Corporate Vehicles 3.1 Most Common Forms of Legal Entity The Companies Act 2014 (the “Companies Act”) provides for the creation of various types of cor - porate vehicles in Ireland. A company of any type may be incorporated with a single shareholder. Company Limited by Shares (LTD) The LTD is the model form of private company limited by shares and the most common form of corporate vehicle used by foreign investors. The LTD has the same unlimited legal capacity as an individual. It has a single document constitu - tion, and its internal regulations may be set out in simplified form in that constitution. An LTD is prohibited from offering equity or debt securities to the public. Designated Activity Company (DAC) The DAC is an alternative form of private limited company. A key distinction between a DAC and an LTD is the existence of an objects clause in the DAC constitution. A DAC may be a suitable vehicle where an objects clause is needed (eg, to restrict the corporate capacity of a joint venture vehicle) or for companies listing debt securities on a stock exchange. Unlimited Company The Companies Act recognises three distinct types of unlimited company, which are:
structure sectors, hi-tech and personal data focused businesses and media businesses) and needs to be considered in parallel with other foreign investment regimes as well as Irish and international merger control rules. 2.2 Procedure and Sanctions in the Event of Non-Compliance Under the Screening Act, a new mandatory noti - fication to the Minister for Enterprise, Trade and Employment (the “Minister”) would be required for certain transactions that involve third-country or foreign-controlled undertakings that are par - ties to a transaction if the following conditions are met: • a third-country undertaking or a connected person is a party to the transaction; • the value of the transaction is at least EUR2 million; • the transaction relates to certain defined criti - cal infrastructure, inputs and technologies, natural resources, sensitive data or media; and • the transaction relates to change of control of an asset or a defined change in share or vot - ing rights in an undertaking in the state. A failure to correctly notify the Minister will be a criminal offence and parties could be liable to: (i) on summary conviction, a fine of up to EUR5,000 and/or six months’ imprisonment; or (ii) on con - viction on indictment, a fine of up to EUR4 mil - lion and/or five years’ imprisonment. 2.3 Commitments Required From Foreign Investors Irish authorities currently impose no specific commitments on foreign investors in relation to their investments.
370 CHAMBERS.COM
Powered by FlippingBook