Corporate and M&A
"A new requirement on company directors to include their PPS number (or verification of their identity) when making certain filings with the CRO is expected to come into force in Q1 2023."
CORPORATE AND M&A
Competition and Regulated Markets
The Screening of Third Country Transactions Bill 2022 gives the Minister for Enterprise, Trade and Employment wide-ranging powers to review investments (including certain real estate transactions relating to critical infrastructure) which meet specified criteria and ultimately to block investments that create national security and/or public order risks.
The Bill, which is expected to be enacted in early 2023, could have significant implications for in-scope real estate transactions. Parties to transactions will need to assess the applicability of the new regime and, where a filing obligation arises, there may be a lengthy review period which may impact deal timetables.
Read our briefing here.
Limited Extension of Interim Period
The “interim period”, during which certain temporary amendments to the Companies Act 2014 and the Industrial and Provident Societies Act 1893 apply, has been further extended until 31 December 2023 in relation to the following measures:
- facilitating the holding of virtual AGMs and other general meetings; and
- increasing the threshold at which a company is deemed unable to pay its debts to €50,000.
The interim period in relation to other temporary measures introduced by the Companies (Miscellaneous Provisions) (Covid-19) Act 2020 expired on 31 December 2022. (This included section 43A of the Companies Act 2014, which provided that for the duration of the interim period, a company’s seal and the signatures of those who countersign it could be on separate copies of the relevant agreement or deed.)
Cross Border Mergers, Divisions and Conversions
The EU Directive establishing a revised framework for cross-border mergers and a new regime for cross-border conversions and divisions is due to be transposed into Irish law by 31 January 2023.
Directors’ PPS Numbers
A new requirement on company directors to include their PPS number (or verification of their identity) when making certain filings with the CRO is expected to come into force in Q1 2023.
Corporate Governance Code
The FRC has indicated that it will consult on proposed changes to the UK Corporate Governance Code and supporting guidance from Q1 2023, with the intention that the revised Code would apply to financial periods commencing on or after 1 January 2024.
Dematerialisation of Irish Securities
Under the Central Securities Depository Regulation (CSDR) all newly issued transferable securities must be dematerialised from 1 January 2023, and all existing transferable securities from 1 January 2025.
UK Register of Overseas Entities
Non-UK entities, including Irish incorporated companies and bodies corporate, who hold certain real-estate interests in the UK must register details regarding their beneficial owners with the UK Register of Overseas Entities on or before 31 January 2023.
"The EU Directive establishing a revised framework for cross-border mergers and a new regime for cross-border conversions and divisions is due to be transposed into Irish law by 31 January 2023.."