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Business and Company Law

Whether you are a start-up, SME or a larger national company or business we have extensive experience in dealing with commercial and business transactions and disputes that arise for our clients.

A company constitutes a distinct legal person, with a legal identity distinct and separate from that of its individual shareholders or members. In 2015, the Companies Act, 2014 entered into force in Ireland. Although the 2014 Act, the largest in the Irish Statute book, mainly restated the law as previously set out in the Companies Acts 1963-2013, the 2014 further introduced some novel aspects into Irish company law. The 2014 Act provided for, amongst other provisions, the creation of fiduciary duties for company directors as well as the introduction of two new forms of companies.

When you decide to start a business, your initial decision will be in relation to the type of business that you want to be. This begins by determining whether you want to operate as a sole trader, partnership or as a limited company. This choice and the advice given to each client will differ on a case by case basis. We, as your solicitors will be able to advise you on the best option for you on the basis of your personal circumstances, the capital available to you and the credit required. We will talk you through the various options available to you prior to creating a bespoke approach that’s unique to your situation.

It is important that directors and corporate bodies ensure full compliance with the obligations placed on them by the Companies Acts. Under the 2014 Act the equitable and common law duties of directors have now been codified in the form of a ‘statement of principal fiduciary duties of directors’. We can provide you as a company director, member, shareholder or otherwise with advise in relation to your rights and obligations.

We can advise you in organising your business affairs and in relation to your duties, governance and dealing with your customers and suppliers. There are a multitude of areas that we can deal with including but not limited to

  • Commercial leases;
  • Partnership agreements;
  • Distributors agreements;
  • Confidentiality agreements;
  • Terms of trade;
  • Advice on commercial documentation;
  • Employment advices;
  • Service level agreements;
  • Share purchase agreements;
  • Shareholders agreements;
  • Commercial lending;
  • Franchise agreements;
  • Supplier Agreements;
  • Terms and conditions in respect of trade; and
  • Company secretarial matters.

Furthermore, we have experience in sales and purchases within specialised areas such as the pharmaceutical industry, multinational retailers and developers.

Added to this we have experience in the ever evolving, rapidly evolving online aspect of businesses that may require assistance. We are personally invested in the success of our clients, thereby ensuring our clients capitalise on opportunities in order to expand and evolve their business.

Corporate Insolvency

Is your business going through a difficult time? Do you have issues with funding? We can advise you in relation to the viability of the operation of your company as a going concern. We can provide you with comprehensive advise in relation to corporate restructuring and on all aspects of corporate insolvency. We can also provide you with advise in relation to particular aspects of corporate finance and in relation to the enforcement of security.

What is corporate insolvency?

A company becomes insolvent when it is unable to meet its debts as they fall due or alternatively if a company’s assets are less than its liabilities.

An insolvent company can be wound up on foot of an order of the High Court, this is known as a compulsory liquidation. Alternatively, a company may be wound up by way of a voluntary liquidation whereby a shareholders resolution is passed subsequent to a meeting of creditors.

In a receivership the function of a receiver is to identify, call in and manage or sell off the charged assets and pay the principal and interest outstanding to the creditor out of the proceeds. The debenture normally provides for appointment of the receiver, however, the court can also appoint a receiver and said receiver will become an agent of the court. It is important to note that, albeit that the receivers primary duty is owed to the debenture holder, under section 439 of the 2014 Act, the receiver also owes a duty to the company when realising the asset.

Examinership is the newest substantive area of Irish company law, having been introduced into Irish law by the Companies (Amendment) Act 1990. The basic idea is to give an opportunity to a company in severe difficulties to restructure its business. The legislation was substantively amended in 1999, and has now been codified by the Companies Act, 2014.

Our solicitors have extensive knowledge in all aspects of commercial law and corporate insolvency with James McElwee of Rolleston McElwee Solicitors LLP having acted in one of the Country’s largest examinerships, namely the case of Re Vantive Holdings and other Solicitors in the firm having represented and advised numerous, well established companies.