European Union (Cross-Border Conversions, Mergers and Divisions) Regulations 2023 [S.I. No. 233 of 2023]

Version status: In force | Document consolidation status: Updated to reflect all known changes

Published date: 24 May 2023

	Introductory Text
	Part 1 Preliminary and General (regs. 1-3A)
	Regulation 1 Citation, commencement and construction
	Regulation 2 Interpretation
	Regulation 3 Application
	Regulation 3A Penalties
	Part 2 Cross-Border Conversions (regs. 4-24)
	Chapter 1 Preliminary and General (regs. 4-5)
	Regulation 4 Interpretation (Part 2)
	Regulation 5 Application (Part 2)
	Chapter 2 Pre-conversion Requirements (regs. 6-18)
	Regulation 6 Application (Chapter 2 of Part 2)
	Regulation 7 Cross-border conversions: draft terms
	Regulation 8 Cross-border conversions: directors' explanatory report
	Regulation 9 Cross-border conversions: expert's report
	Regulation 10 Cross-border conversions: civil liability of experts
	Regulation 11 Cross-border conversions: criminal liability for untrue statements in expert's report
	Regulation 12 Cross-border conversions: registration and publication of documents
	Regulation 13 Cross-border conversions: notification to Central Bank of Ireland by certain companies
	Regulation 14 Cross-border conversions: approval by general meeting
	Regulation 15 Cross-border conversions: protection of shareholders
	Regulation 16 Cross-border conversions: protection of creditors
	Regulation 17 Cross-border conversions: pre-conversion certificate
	Regulation 18 Cross-border conversions: transmission of pre-conversion certificate
	Chapter 3 Approval in State of Cross-Border Conversions (regs. 19-20)
	Regulation 19 Application (Chapter 3 of Part 2)
	Regulation 20 Court examination of cross-border conversion
	Chapter 4 Consequences of Approval of Cross-Border Conversions (regs. 21-24)
	Regulation 21 Cross-border conversions: copies of orders to be delivered to Registrar
	Regulation 22 Cross-border conversions: action to be taken by Registrar on receipt of orders
	Regulation 23 Consequences of cross-border conversion
	Regulation 24 Cross-border conversions: validity
	Part 3 Cross-Border Mergers (regs. 25-48)
	Chapter 1 Preliminary and General (regs. 25-26)
	Regulation 25 Interpretation (Part 3)
	Regulation 26 Application (Part 3)
	Chapter 2 Pre-merger Requirements (regs. 27-40)
	Regulation 27 Application (Chapter 2 of Part 3)
	Regulation 28 Cross-border mergers: common draft terms
	Regulation 29 Cross-border mergers: directors' explanatory report
	Regulation 30 Cross-border mergers: expert's report
	Regulation 31 Cross-border mergers: civil liability of experts
	Regulation 32 Cross-border mergers: criminal liability for untrue statements in expert's report
	Regulation 33 Cross-border mergers: registration and publication of documents
	Regulation 34 Cross-border mergers: notification to Central Bank of Ireland by certain companies
	Regulation 35 Cross-border mergers: approval by general meeting
	Regulation 36 Cross-border mergers: exemption from requirement to hold general meeting
	Regulation 37 Cross-border mergers: protection of shareholders
	Regulation 38 Cross-border mergers: protection of creditors
	Regulation 39 Cross-border mergers: pre-merger certificate
	Regulation 40 Cross-border mergers: transmission of pre-merger certificate
	Chapter 3 Approval in State of Cross-Border Mergers (regs. 41-43)
	Regulation 41 Application (Chapter 3 of Part 3)
	Regulation 42 Court examination of cross-border merger
	Regulation 43 Compliance with other laws relating to mergers and takeovers
	Chapter 4 Consequences of Approval of Cross-Border Mergers (regs. 44-48)
	Regulation 44 Cross-border mergers: copies of orders to be delivered to Registrar
	Regulation 45 Cross-border mergers: action to be taken by Registrar on receipt of orders
	Regulation 46 Consequences of cross-border merger
	Regulation 47 Cross-border mergers: simplified formalities
	Regulation 48 Cross-border mergers: validity
	Part 4 Cross-Border Divisions (regs. 49-70)
	Chapter 1 Preliminary and General (regs. 49-50)
	Regulation 49 Interpretation (Part 4)
	Regulation 50 Application (Part 4)
	Chapter 2 Pre-division Requirements (regs. 51-63)
	Regulation 51 Application (Chapter 2 of Part 4)
	Regulation 52 Cross-border divisions: draft terms
	Regulation 53 Cross-border divisions: directors' explanatory report
	Regulation 54 Cross-border divisions: expert's report
	Regulation 55 Cross-border divisions: civil liability of experts
	Regulation 56 Cross-border divisions: criminal liability for untrue statements in expert's report
	Regulation 57 Cross-border divisions: registration and publication of documents
	Regulation 58 Cross-border divisions: notification to Central Bank of Ireland by certain companies
	Regulation 59 Cross-border divisions: approval by general meeting
	Regulation 60 Cross-border divisions: protection of shareholders
	Regulation 61 Cross-border divisions: protection of creditors
	Regulation 62 Cross-border divisions: pre-division certificate
	Regulation 63 Cross-border divisions: transmission of pre-division certificate
	Chapter 3 Approval in State of Cross-Border Divisions (regs. 64-65)
	Regulation 64 Application (Chapter 3 of Part 4)
	Regulation 65 Court examination of cross-border division
	Chapter 4 Consequences of Approval of Cross-Border Divisions (regs. 66-70)
	Regulation 66 Cross-border divisions: copies of orders to be delivered to Registrar
	Regulation 67 Cross-border divisions: action to be taken by Registrar on receipt of orders
	Regulation 68 Consequences of a cross-border division
	Regulation 69 Cross-border divisions: simplified formalities
	Regulation 70 Cross-border divisions: validity
	Part 5 Employee Participation (regs. 71-94)
	Chapter 1 Preliminary and General (regs. 71-74)
	Regulation 71 Interpretation (Part 5)
	Regulation 72 Employee information and consultation
	Regulation 73 Requirement for employee participation
	Regulation 74 Requirement to begin negotiations with employees
	Chapter 2 Special Negotiating Body (regs. 75-81)
	Regulation 75 Creation of special negotiating body
	Regulation 76 Representation of Irish employees on special negotiating body
	Regulation 77 Conduct of election
	Regulation 78 Remit of special negotiating body
	Regulation 79 Voting procedure in the special negotiating body
	Regulation 80 Engagement of experts by special negotiating body
	Regulation 81 Expenses
	Chapter 3 Negotiations and Agreement (regs. 82-85)
	Regulation 82 Spirit of cooperation
	Regulation 83 Content of agreement
	Regulation 84 Duration of negotiations
	Regulation 85 Standard Rules
	Chapter 4 Supplementary (regs. 86-94)
	Regulation 86 Definition
	Regulation 87 Protection of employee participation rights
	Regulation 88 Confidential information
	Regulation 89 Protection of employees' representatives
	Regulation 90 Dispute resolution
	Regulation 91 Power of Court to administer oaths and compel witnesses
	Regulation 92 Enforcement
	Regulation 93 Workforce thresholds in other legislation
	Regulation 94 Legal form of company
	Part 6 Miscellaneous (regs. 95-96)
	Regulation 95 Consequential amendments
	Regulation 96 Revocation and savings
	Schedule 1 Forms for Notice under Regulations 12, 33 and 57
	Schedule 2 Standard Rules (paras. 1-16)
	Schedule 2, Part 1 Composition of Body Representative of Employees (paras. 1-9)
	Schedule 2, Part 2 Standard Rules for Information and Consultation (paras. 10-14)
	Schedule 2, Part 3 Standard Rules for Employee Participation (paras. 15-16)
	Schedule 3 Redress for Contravention of Regulation 87
	Schedule 4 Consequential amendments
	Signature
	Explanatore Note

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European Union (Cross-Border Conversions, Mergers and Divisions) Regulations 2023 [S.I. No. 233 of 2023]

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Document Overview

European Union (Cross-Border Conversions, Mergers and Divisions) Regulations 2023 [S.I. No. 233 of 2023]

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