Companies Act 2014 section 1413

De-registration of companies when continued under the law of place outside the State

Section 1413 sets out the requirements and procedures for de-registering an investment company in Ireland where that company wishes to continue as a body corporate in a jurisdiction outside the State.

• A company seeking to continue as a body corporate in another jurisdiction may apply to the Registrar to be de-registered in Ireland, but must satisfy all statutory requirements including Central Bank approval before de-registration can proceed.
• The application must be in the prescribed form, signed by a director, accompanied by transfer documents and a statutory declaration confirming compliance, and the Registrar must publish notice of the application in the CRO Gazette.
• Shareholders holding at least 5 per cent of the issued share capital (who did not vote in favour of the move) or any creditor may apply to the court within 60 days of the CRO Gazette notice for an order preventing the de-registration.
• The court may only grant a preventing order if the proposed de-registration would breach an agreement with a shareholder or creditor, or would materially prejudice shareholders or creditors taken as a whole, and any such order is final and not subject to appeal.