Company & Commercial

Commercial and Company Law is all about business and business in Ireland has changed dramatically over the last decade. To meet this change, a vast amount of new legislation has been enacted by our legislature to control business relations, provide for smooth European integration and enforce compliance with domestic and European regulations. The effect has been that every business will require legal advice on commercial or regulatory matters at some stage. As solicitors in partnership, we know the business of business. Running a business these days usually means being an expert at more or less everything. But you can't be an expert in the huge amount of legislation aimed at business. That's where legal advice comes in.

Our Solicitors have the necessary experience and knowledge to advise clients on all aspects of Company and Commercial law. At FG Phelan & Company we are dedicated to delivering concise and reliable legal advice to our business clients. We endeavor to provide focused, efficient and creative responses to our clients' requirements so that they may achieve their business objectives. We recognise that sound practical advice and prompt action are necessary to protect and safe guard individuals and company rights and assets.

Resolving a business dispute in the courts can be time consuming, expensive and unpredictable. Seeking legal advice during the early stages of a business agreement is a sound investment, which minimises the risk of wasting time and money at a later stage. We offer services in the following areas.

Commercial Law

Commercial law (sometimes known as business law) is the body of law that governs business and commercial transactions. Commercial transactions are generally effected through the medium of contracts and many of the rules of commercial law are applications, and sometimes modifications of the general principles of contract law. Commercial law has implications for many people, be they consumers, employers, employees or company directors.

This is a very broad area but here are some of the situations in which we have been involved:

  • Company formation
  • Shareholders agreements
  • Asset and goodwill sale business-to-business including transfer of pension fund
  • Partnership agreements and disagreements
  • Partnership dissolution
  • Purchase of land, buildings by share transfer
  • Licensed premises purchase, sale and leasing
  • Adjoining premises purchase and consequent court application for new license for extended premises
  • Business franchise agreements
  • Bank security / loans / overcharging by banks
  • Debt collection
Debt Collection

Managing credit control is always a priority for business owners and managers. Our firm can assist you to recover your debts, of whatever size, speedily and very cost effectively. We begin with a request for payment, polite but firm. Assuming there is no response, proceedings are issued and pursued to judgment and enforcement as necessary. According to the circumstances of the case we can attempt to secure your position by the registration of a judgment / judgment mortgage and we can apply for well charging orders, garnishee orders, orders appointing equitable receivers as well as examination orders and (in suitable cases) assets freezing orders. We have a Case Management System to help with the production of the necessary legal papers and we keep you advised of progress as each case proceeds.

Company Law

The process to consolidate and modernise Irish company law was initiated in response to the increasing complexity of Irish company law was is based on 12 Acts, numerous Statutory Instruments and other provisions derived from both common law and EU Law.

Irish company formation procedures are carried out in accordance with the legal requirements as laid down by the Companies Act 1963 to 2006. Companies once incorporated are policed within the jurisdiction by the Office of the Director of Corporate Enforcement.

  • Introduction
  • Formation
  • Memorandum of Association
  • The Article of Association

In Ireland the majority of companies are either private limited companies (usually identified by the word “Limited” or the abbreviated “Ltd”), and public limited companies (usually identified by the abbreviation “Plc).

Private limited companies are the most common form of corporate personality in this jurisdiction.

FORMATION

To form a company under the Companies Acts, 1963 - 1990, certain documents must be prepared which will form the constitution of the company.

1. THE MEMORANDUM OF ASSOCIATION

This must contain -

(a) The name of the company.

The name of the proposed company must in addition be different to names already on the Register.

(b) The Memorandum must also include a declaration as to liability

The liability of the members is limited.

(c) Generally the most important aspect of the Memorandum is what is generally referred to as the Objects Clause.

This clause will generally define the purpose for which the company was formed and what it shall do in the way of its business. This statement will effectively determine what shall be the powers of the company.

(d) A Capital Clause:

This will state the nominal capital of the company, i.e. the value in money of the shares which the company is authorised to issue and the number of shares into which it is divided together with the amount of each share.

(e) The Association Clause

The founding members declare that they wish to be formed into a company and agree to take shares.

2. THE ARTICLES OF ASSOCIATION

These are the rules for the internal management of the company. There are standard form articles in Table A of the Companies Act, 1963 as amended and these can be used and altered as the need arises.

Incorporation requires an application to:

THE REGISTRAR OF COMPANIES,

LOWER CASTLE YARD

DUBLIN CASTLE

DUBLIN 2

REPUBLIC OF IRELAND

In order to register a limited company you will first of all need to have in place the required Companies Act compliance components - company directors, company secretary registered office and business address etc.

The purpose for such notification is that it will then entitle the company to rely on the relevant documentation in relation to its dealings with third parties.

The information given herein is for guidance only no responsible is accepted for any error or inaccuracy. Full legal advice should be obtained.

Connaught Telegraph Headines

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