Amendment of share dealings
Company law is a technical, often unforgiving, area of law. This is most evident from the strict time limits imposed by the Companies Act in which certain transactions are required to be registered. Failure to comply with those time limits will often require an application to the High Court and, on occasion, will result in the company and its officers being guilty of a criminal offence. Nowhere is the technical nature of the subject more evident than the allotment of shares. Part 3, Chapter 3 of the Companies Act 2014 sets out complex rules relating to the circumstances and ways in which a company may make an allotment of shares. On occasion, it is possible that there has been some irregularity in the manner of allotment such that it is not clear whether or not the allotment is valid in law. In those circumstances, it is not advisable - and often not even possible - to carry out the allotment again from scratch. It is instead necessary to make an application to the court under section 100 of the Companies Act 2014 for an order rectifying the share dealing in question.
An application under section 100 can be made where:
- A company has created, allotted, acquired or cancelled any of its shares; and
- There is reason to apprehend that such shares were invalidly created, allotted, acquired or cancelled.
The court may make an order "deeming" the share dealing to have been validly carried out where such an order would be "just and equitable". The advantage of making such an application is that the company's directors and those having an interest in the shares in question, can sleep more easily knowing that the validity of the shares cannot be challenged in future.
Such applications do not normally give rise to long, drawn out court proceedings and we are therefore pleased to be able to make them on a fixed-fee basis on behalf of our clients.
Our service includes:
- Arranging a consultation with you.
- Instructing Counsel to review documentation, carry out necessary research and enquiries.
- Instructing Counsel to draft the necessary court papers.
- Instructing a solicitor to represent you in the court proceedings (if you do not already have a solicitor).
- Instructing both Counsel and a solicitor to attend the High Court to make the application.
Price: €3,400 plus VAT
Price for Counsel only: €2,500 plus VAT*
*This option is suitable if you are a solicitor or already have a solicitor and only wish to instruct one of our specialist Counsel.