An annual general meeting (AGM) must satisfy certain requirements set out in the Companies Act 2014 (Ireland) (CA 2014 (IRL)) and the company’s constitution. These requirements include sending a notice of the meeting (which complies with the statutory content requirements) in the correct form to everyone who is entitled to receive it, and ensuring that sufficient notice of the meeting is given. This Practice Note focuses on AGMs, however the CA 2014 (IRL) uses the term ‘general meeting’ where the provision applies to both AGMs and EGMs. Accordingly, this note refers to ‘general meetings’ where the provisions are generally applicable to all general meetings. Who is entitled to receive notice of an AGM? Notice of an AGM should be sent to all persons entitled to receive it. Failure to give notice to those entitled to receive it may invalidate the meeting. Accordingly, identifying the persons entitled to receive notice is an important undertaking. The task will invariably be easier where the company is a small private company with only one class

Modern slavery and human trafficking is a global crime which affects individuals and businesses worldwide. The risk to reputation and profit is real. Any organisation could be implicated in instances of exploitation and human trafficking if they do not make the necessary checks or take appropriate precautions. This Precedent Anti-slavery policy will help you ensure you have effective systems and controls to identify and avoid slavery. It includes recommendations from the following guidance: • Home Office: Transparency in Supply Chains, etc—A practical guide • British Standards Institute, BS 25700: 2022 Organisational responses to modern slavery guidance For further information about managing modern slavery and human trafficking risks see Practice Notes: How to manage modern slavery and human trafficking risk, Modern slavery risk management guide and How to prepare a slavery and human trafficking statement. Ireland—Anti-slavery policy Anti-slavery policy The Modern Slavery Act 2015 (MSA 2015 (UK)) is a UK Act which requires commercial organisations of a certain scale, and which are carrying on business or part of their business in the UK, to disclose the steps which they have taken (if any) to ensure their

This is an apology to be inserted in a specified newspaper regarding a statement published in the newspaper making allegations against a specified person. It sets out the substance of the allegation in detail. It states that the newspaper is now satisfied that the allegations published by them were wholly unfounded and wishes to express its regret for any embarrassment and inconvenience caused to the specified person. The aim for many claimants is to obtain vindication for damaged reputation in the form of a public apology and/or correction, besides damages and an injunction. Offer of amends A defendant may make an offer to make amends before the delivery of their defence. This is a statutory defence pursuant to Defamation Act 2009 (Ireland), s 22 (DA 2009 (IRL)) to a defamation claim whereby a defendant offers: • to make a suitable correction of the statement and a sufficient apology • to publish that correction in such manner as will ensure that the correction and apology will

This Practice Note considers ordinary appeals from the Circuit Court to the High Court by outlining the statutory right to appeal to the High Court, the general principles and considerations. It also addresses the role of the county registrar and the matter of appeals arising from their decisions. Finally, it examines the jurisdiction of the Circuit Court to provide for a case stated to the Court of Appeal. It explains the nature of the case stated procedure and provides an overview of the relevant considerations. Appealing from the Circuit Court to the High Court Statutory right to appeal to the High Court An appeal from the Circuit Court does not lie to the High Court by reason of any inherent jurisdiction but exists only by reason of statute. The Court of Justice Act 1936 (Ireland), ss 34 and 38(CJA 1936 (IRL)) (as amended) are the relevant provisions. CJA 1936 (IRL)distinguishes between appeals following a Circuit Court hearing without oral evidence and one where oral evidence was heard. Practitioners should note

This Practice Note offers practical and procedural guidance on appeals of orders of the Master of the High Court to a judge of the High Court. It provides an overview of the role of the Master of the High Court. It covers the time limit for appeal, the exceptions to the time limit and exceptions to the right of appeal. It explains the procedure for appealing an order of the Master. It considers some examples of cases where the Master’s decisions were successfully appealed. It also considers whether an application can be made for judicial review of an order of the Master. The role of the Master of the High Court The Master of the High Court (the Master) is an officeholder that sits in a quasi-judicial capacity in the Master’s Court and determines primarily procedural matters. The Master’s role is set down in statute. Part V of the Courts and Court Officers Act 1995 (Ireland) (CCOA 1995 (IRL)) empowers the Superior Court Rules Committee, with the

The power to strike out proceedings allows a court to strike out claims or defences for a variety of reasons. This procedural rule is necessary for the fair and efficient administration of justice and to prevent the misuse or abuse of the legal process. Striking out either all or part of a claim, allows the court to address defective, abusive or legally unsustainable pleadings and cure substantive defects. Depending on the court, jurisdiction to make an order striking out a claim or part thereof includes circumstances where the relevant pleadings: • are unnecessary • may unreasonably prejudice, embarrass or delay the fair trial of the action • disclose no reasonable cause of action • amount to an abuse of the process of the court • are bound to fail • have no reasonable chance of succeeding, or • are scandalous, frivolous or vexatious Strike out applications can either be brought based on the relevant court rules and/or the inherent jurisdiction of the court. It should be noted that this procedure

This Practice Note focuses on how a company secretary of a company may be appointed. It does not discuss how a company secretary may resign or be removed, as to which see Practice Notes: Ireland—Resignation of a company secretary and Ireland—Removal of a company secretary. The role of a company secretary The company secretary is the principal administrative officer of a company and has certain statutory duties under the Companies Act 2014 (Ireland) (CA 2014 (IRL)) and may also perform other duties delegated by the board. In practice, these often include: • the maintenance of the company’s records and registers • running the agenda for, and taking minutes of, board meetings and members' meetings, and • filing documents with Companies Registration Office, as required by statute The directors appoint the company secretary, and determine the terms and conditions of their appointment, they may also decide to delegate additional duties to them. The directors also have the power to remove the company secretary. For more information on how a company secretary may be removed,

Checklist This Checklist sets out the steps that must be taken to appoint an examiner. This Checklist should be used in conjunction with the Practice Note: Ireland—Examinership. Step/action Timing Section/rule Before application 1 Check statutory eligibility:● company is, or is likely to be, unable to pay its debts (cash flow or balance sheet basis)● no resolution has been passed for the winding up of the company, and no winding-up order has been made● reasonable prospect of the survival of the company (or part of its business) as a going concern CA 2014 (IRL), s 509 2 Check company status, check whether a receiver has been appointed to the company or its assets (or any part thereof).The court will not hear the petition if a receiver has been appointed for a continuous period of at least three days before presentation of the petition. CA 2014 (IRL), s 512(4) 3 Check forum.Circuit Court jurisdiction applies where the company is a qualifying ‘small company’. A small

Appointment of process agent The general rule is that proceedings under Irish law must be served within the jurisdiction (ie Ireland). Serving proceedings on a foreign borrower outside of the jurisdiction can be problematic because: • the lender will want to act quickly—serving proceedings outside of the jurisdiction is a lengthy process • the lender will want to avoid any uncertainty—permission of the court to serve outside the jurisdiction is needed in some cases and there is no guarantee that permission will be granted, and • the lender will want to keep costs down—additional legal fees will be incurred in relation to making the application for permission to serve proceedings outside of the jurisdiction and instructing local practitioners to actually serve in the relevant local jurisdiction It is possible for parties to agree in a contract a particular method or place of service, in the event of a claim being started in relation to that contract. This is useful in relation to foreign borrowers where it is usual to provide in the finance documents that

Appointment, retirement and resignation of a director This Practice Note focuses on the law and practice relating to the appointment of directors and how a director can retire or resign. It examines the role of a director and the different types of director. It also covers the notifications and other steps that are required when there is a change of director, such the need to update the statutory registers and make filings at the Companies Registration Office (CRO). It considers the relevant provisions of the Companies Act 2014 (Ireland) (CA 2014 (IRL)) and a company’s constitution. The role of a director A company director is a person appointed, usually by the members of a company, to manage the company on their behalf. The term ‘director’ has no specific meaning but is defined under CA 2014 (IRL), s 2(1) as including ‘any person occupying the position of director by whatever name called’. To determine whether a person is a director, it may be necessary to examine the functions of that person’s role,

This is a precedent arbitration clause for future disputes, which can be used for international and domestic arbitrations and includes optional language for ad hoc or institutional arbitration. If ad hoc arbitration is chosen, the clause includes language for both a sole arbitrator tribunal and a three arbitrator panel and alternative methods for the selection of arbitrators. The clause also includes optional language, either in the clause or in drafting notes, regarding the seat of the arbitration, the law of the arbitration agreement, the language of the proceedings, and the finality of the award. This Precedent may be referred to as an arbitration agreement for inclusion in a contract or agreement. A precedent arbitration clause may also be referred to as a template or model clause. An arbitration agreement is a contract between parties to submit future or existing disputes to arbitration. As is the case with this Precedent, the arbitration agreement usually takes the form of a clause in a substantive contract between the parties, which is, generally, separable legally from that

Ireland as a seat of arbitration In recent years, the Republic of Ireland (Ireland) has made a concerted effort to establish itself as a centre for international arbitration. These efforts have increased with the UK’s departure from the EU with representative groups such as Arbitration Ireland contending that Dublin can gain international dispute work at London’s expense. The second annual Dublin International Disputes week was held in September 2024 building on the by now well established Dublin International Arbitration Day. Ireland counts the following among its principal selling points in this regard: • common law jurisdiction • member of the European Union • excellent infrastructure and facilities • pool of highly-skilled professional expertise, and • adoption of the United Nations Commission on International Trade Law (UNCITRAL) Model Law on International Commercial Arbitration (the Model Law) The Irish courts have traditionally shown deference to the choice of the contracting parties of arbitration as means of resolving disputes. This was placed on a statutory