Last Updated June 10, 2019

Law and Practice

Contributed By Walkers

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Walkers is a global firm with ten substantive offices around the world. Its transactions often involve Cayman Islands, British Virgin Islands, Bermuda, Jersey and/or Guernsey legal matters, and it provides an integrated service to clients across its offices, legal systems and time zones. The finance and capital markets group in Ireland comprises a team of 23, including two listing agents. The group also includes four tax-advisers (including two tax partners) who support a number of practice areas and 16 dedicated capital markets fee-earners who spend the vast majority of their time advising on debt capital markets activity. In addition, the team works with asset finance, corporate, real estate and investment funds teams on multi-disciplinary, cross-border mandates. It is one of the largest dedicated debt capital markets teams in Ireland. The firm was a founding member of the Irish Debt Securities Association (IDSA) and sits on the Executive Council and Legal, Tax, CSP and Listing Sub-committees.

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:

(a)       cash;

(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.

Walkers Global

The Exchange,
George's Dock, IFSC,
Dublin 1,
Ireland

+353 1 470 6600

+353 1 470 6601

info@walkersglobal.com www.walkersglobal.com
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Authors



Walkers is a global firm with ten substantive offices around the world. Its transactions often involve Cayman Islands, British Virgin Islands, Bermuda, Jersey and/or Guernsey legal matters, and it provides an integrated service to clients across its offices, legal systems and time zones. The finance and capital markets group in Ireland comprises a team of 23, including two listing agents. The group also includes four tax-advisers (including two tax partners) who support a number of practice areas and 16 dedicated capital markets fee-earners who spend the vast majority of their time advising on debt capital markets activity. In addition, the team works with asset finance, corporate, real estate and investment funds teams on multi-disciplinary, cross-border mandates. It is one of the largest dedicated debt capital markets teams in Ireland. The firm was a founding member of the Irish Debt Securities Association (IDSA) and sits on the Executive Council and Legal, Tax, CSP and Listing Sub-committees.

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