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European Union (Cross-Border Conversions, Mergers and Divisions) Regulations 2023 [S.I. No. 233 of 2023]Introductory TextPart 1 Preliminary and General (regs. 1-3A)Regulation 1 Citation, commencement and constructionRegulation 2 InterpretationRegulation 3 ApplicationRegulation 3A PenaltiesPart 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 termsRegulation 8 Cross-border conversions: directors' explanatory reportRegulation 9 Cross-border conversions: expert's reportRegulation 10 Cross-border conversions: civil liability of expertsRegulation 11 Cross-border conversions: criminal liability for untrue statements in expert's reportRegulation 12 Cross-border conversions: registration and publication of documentsRegulation 13 Cross-border conversions: notification to Central Bank of Ireland by certain companiesRegulation 14 Cross-border conversions: approval by general meetingRegulation 15 Cross-border conversions: protection of shareholdersRegulation 16 Cross-border conversions: protection of creditorsRegulation 17 Cross-border conversions: pre-conversion certificateRegulation 18 Cross-border conversions: transmission of pre-conversion certificateChapter 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 conversionChapter 4 Consequences of Approval of Cross-Border Conversions (regs. 21-24)Regulation 21 Cross-border conversions: copies of orders to be delivered to RegistrarRegulation 22 Cross-border conversions: action to be taken by Registrar on receipt of ordersRegulation 23 Consequences of cross-border conversionRegulation 24 Cross-border conversions: validityPart 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 termsRegulation 29 Cross-border mergers: directors' explanatory reportRegulation 30 Cross-border mergers: expert's reportRegulation 31 Cross-border mergers: civil liability of expertsRegulation 32 Cross-border mergers: criminal liability for untrue statements in expert's reportRegulation 33 Cross-border mergers: registration and publication of documentsRegulation 34 Cross-border mergers: notification to Central Bank of Ireland by certain companiesRegulation 35 Cross-border mergers: approval by general meetingRegulation 36 Cross-border mergers: exemption from requirement to hold general meetingRegulation 37 Cross-border mergers: protection of shareholdersRegulation 38 Cross-border mergers: protection of creditorsRegulation 39 Cross-border mergers: pre-merger certificateRegulation 40 Cross-border mergers: transmission of pre-merger certificateChapter 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 mergerRegulation 43 Compliance with other laws relating to mergers and takeoversChapter 4 Consequences of Approval of Cross-Border Mergers (regs. 44-48)Regulation 44 Cross-border mergers: copies of orders to be delivered to RegistrarRegulation 45 Cross-border mergers: action to be taken by Registrar on receipt of ordersRegulation 46 Consequences of cross-border mergerRegulation 47 Cross-border mergers: simplified formalitiesRegulation 48 Cross-border mergers: validityPart 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 termsRegulation 53 Cross-border divisions: directors' explanatory reportRegulation 54 Cross-border divisions: expert's reportRegulation 55 Cross-border divisions: civil liability of expertsRegulation 56 Cross-border divisions: criminal liability for untrue statements in expert's reportRegulation 57 Cross-border divisions: registration and publication of documentsRegulation 58 Cross-border divisions: notification to Central Bank of Ireland by certain companiesRegulation 59 Cross-border divisions: approval by general meetingRegulation 60 Cross-border divisions: protection of shareholdersRegulation 61 Cross-border divisions: protection of creditorsRegulation 62 Cross-border divisions: pre-division certificateRegulation 63 Cross-border divisions: transmission of pre-division certificateChapter 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 divisionChapter 4 Consequences of Approval of Cross-Border Divisions (regs. 66-70)Regulation 66 Cross-border divisions: copies of orders to be delivered to RegistrarRegulation 67 Cross-border divisions: action to be taken by Registrar on receipt of ordersRegulation 68 Consequences of a cross-border divisionRegulation 69 Cross-border divisions: simplified formalitiesRegulation 70 Cross-border divisions: validityPart 5 Employee Participation (regs. 71-94)Chapter 1 Preliminary and General (regs. 71-74)Regulation 71 Interpretation (Part 5)Regulation 72 Employee information and consultationRegulation 73  Requirement for employee participationRegulation 74 Requirement to begin negotiations with employeesChapter 2 Special Negotiating Body (regs. 75-81)Regulation 75 Creation of special negotiating bodyRegulation 76 Representation of Irish employees on special negotiating bodyRegulation 77 Conduct of electionRegulation 78 Remit of special negotiating bodyRegulation 79 Voting procedure in the special negotiating bodyRegulation 80 Engagement of experts by special negotiating bodyRegulation 81 ExpensesChapter 3 Negotiations and Agreement (regs. 82-85)Regulation 82 Spirit of cooperationRegulation 83 Content of agreementRegulation 84 Duration of negotiationsRegulation 85 Standard RulesChapter 4 Supplementary (regs. 86-94)Regulation 86 DefinitionRegulation 87 Protection of employee participation rightsRegulation 88 Confidential informationRegulation 89 Protection of employees' representativesRegulation 90 Dispute resolutionRegulation 91 Power of Court to administer oaths and compel witnessesRegulation 92 EnforcementRegulation 93 Workforce thresholds in other legislationRegulation 94 Legal form of companyPart 6 Miscellaneous (regs. 95-96)Regulation 95 Consequential amendmentsRegulation 96 Revocation and savingsSchedule 1 Forms for Notice under Regulations 12, 33 and 57Schedule 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 87Schedule 4 Consequential amendmentsSignatureExplanatore Note
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Version status: In force | Document consolidation status: Updated to reflect all known changes
Version date: 24 May 2023 - onwards

Regulation 5 Application (Part 2)

(1) This Part applies to cross-border conversions.

(2) Where a cross-border conversion is proposed to be carried out by an Irish converting company -

(a) the law of the State shall apply in relation to the cross-border conversion until a pre-conversion certificate is issued in respect of the conversion, and

(b) the law of the destination EEA state shall apply in relation to the cross-border conversion after a pre-conversion certificate is issued in respect of the conversion.

(3) Where a cross-border conversion is proposed to be carried out and the proposed converted company to which the cross-border conversion relates is an Irish company -

(a) the law of the departure EEA state shall apply in relation to the cross-border conversion until a pre-conversion certificate is issued in respect of the conversion, and

(b) the law of the State shall apply in relation to the cross-border conversion after a pre-conversion certificate is issued in respect of the conversion.

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