Contributed By Walkers
In accordance with the provisions of Irish Company law, where an Irish company creates security over certain classes of assets, the company is required to file a Form C1 with the Registrar of Companies containing particulars of the security created under the security document within 21 days after the date of creation of such security by the company. There are five classes of assets which are excluded from the requirement to register namely:
(b) money credited to an account of a financial institution, or any other deposits;
(c) shares, bonds or debt instruments;
(d) units in collective investment undertakings or money market instruments; or
(e) claims and rights (such as dividends or interest) in respect of anything referred to in any of paragraph (b) to (d).
Under Section 1001 of the Taxes Consolidation Act 1997 (as amended), the holder of a fixed charge over the book debts of a company may be required by notice from the Revenue Commissioners of Ireland to pay to them sums equivalent to those which the holder receives from the company following such notification, in payment of amounts due in respect of unpaid pay as you earn ("PAYE") tax, value-added tax (“VAT”) or local property tax ("LPT") due to the Revenue Commissioners of Ireland by the company. Where the holder of the security has informed the Revenue Commissioners of Ireland of the creation of security within 21 days of the date of its creation, the holder’s liability is limited to the lower of (i) such outstanding PAYE, VAT or LPT of the company arising after the issue of the notice in question from the Revenue Commissioners of Ireland, and (ii) the amount which the holder receives from the company following such notification. Notices of assignment will also be required in the context of assignments by way of security.
There are other specific perfection requirements in respect of assets which have their lex situs in Ireland, including, by way of example, Irish real property. In order to perfect security over Irish real estate created by an Irish company, it will be necessary, in addition to the submission of a Form C1 with the Irish Companies Registration Office, to register the security with the Property Registration Authority of Ireland. Other asset classes which have their own specific perfection requirements include ships, aircraft and trade marks.