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PRECEDENTS
This Precedent is a notice under Companies Act 2014 (Ireland), s 152(4) (CA 2014 (IRL)) from a former director or secretary, where the company has failed to notify the Companies Registration Office that the person has ceased to be a director or secretary. The notice, to all officers known to the former director/secretary, requests that the officers take steps to comply with their obligations under CA 2014 (IRL), s
PRECEDENTS
This Precedent is a notice of an annual general meeting of a private company limited by shares. The notice provisions are as follows: —an annual general meeting or an extraordinary general meeting for the passing of a special resolution must be called by giving notice of at least 21 days —any other extraordinary general meeting must be called by giving notice of at least 7 days The notice period is for clear days, meaning that the period does not include the day on which the notice is given or the day of the meeting. A company’s articles may provide for a longer (but not a shorter) minimum notice period, so the articles should always be checked at the outset. Company number: [insert number] [insert company name] LIMITED (the Company) Notice of annual general meeting Content of notice of AGM The notice must state the date, time, place and general business of the meeting. Special measures were introduced by the government in August 2020 to mitigate the COVID-19 pandemic’s effect on corporate governance, among the measures introduced was
PRECEDENTS
This is a precedent notice of a general meeting of a private company limited by shares. The notice provisions are as follows: • an annual general meeting or an extraordinary general meeting for the passing of a special resolution must be called by giving notice of at least 21 days • any other extraordinary general meeting must be called by giving notice of at least seven days Company number: [insert number] [insert company name] limited (the Company) Notice of Extraordinary general meeting Details of extraordinary general meeting The notice must state the date, time, place and general business of the meeting. Special measures were introduced by the government in August 2020 to mitigate the COVID-19 pandemic’s effect on corporate governance, among the measures introduced was a dispensation which allowed companies in Ireland to hold general meetings virtually, in whole or in part, during the interim period as long as all attendees have a reasonable opportunity to participate in the meeting. This temporary provision was made permanent by the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024, which
PRECEDENTS
Clause 1 Notice of application of Security Deposit This Precedent clause can be used as part of a notice of default such as Ireland—Notice of default—breach of aircraft operating lease agreement—lessor to airline, issued from a lessor to a lessee pursuant to an aircraft operating lease agreement where a non-payment Event of Default has occurred and is continuing and the Lessor is applying the Security Deposit held pursuant to the terms of the aircraft operating lease agreement. Where a non-payment Event of Default has occurred and is continuing, the lessor may wish to apply the cash Security Deposit held as recourse to available cash while reserving its rights to pursue the balance of the outstanding payments. This mechanism should be provided for in the drafting of the
PRECEDENTS
Leases generally require the tenant to give notice of any dealings to the landlord, including on completion of an assignment or charge. This Precedent tenant’s notice of assignment (or transfer) and charge should be served in duplicate and the receiving party asked to endorse and return the duplicate copy by way of acknowledgement of receipt. This Precedent is illustrative only. Check the provisions of the lease and any licence to assign (or charge) to establish the exact formalities that must be complied with. Typically the lease will set out the content of the notice, the period within which it must be given, any documents or fees that must accompany it and how the notice should be served. A chargee may also have specific requirements relating to the form of notice given to the landlord to ensure that the security is perfected. The notice should be served in accordance with the lease terms. If proposing to serve the notice on the landlord’s solicitors, check that they are authorised to accept service on behalf of the
PRECEDENTS
This is a Precedent Notice of Assignment which can be used to give notice of an assignment of contractual rights by way of security from an assignor to its contract counterparty. This drafting note explains the context in which this Precedent Notice of Assignment might be used as well as the features of this Precedent Notice of Assignment and the assumptions on which it is based. For information on taking security over contractual rights, see Practice Note: Ireland—Assignments by way of security. Parties to this Precedent Notice of Assignment This Precedent Notice of Assignment is designed for use in bilateral transactions (ie where there is only one lender) as opposed to syndicated transactions (ie where there is more than one lender). It has been drafted as being: • from a single security provider (defined as the ‘Assignor’) • to its contract counterparty and refers to an assignment of contractual rights between the Assignor and a single lender (defined as the ‘Lender’). Perfecting security In
PRECEDENTS
This Precedent is a notice to be issued by the assignee to the original contractual counterparty informing it of an assignment of the benefit and interest in a particular contract or debt. In an asset sale (whether an intra-group reorganisation or an arm’s length transaction), it is likely that contracts will form part of the assets being transferred to the purchaser. This document gives notice to the contractual counterparty (after completion of the sale) that the seller (as assignor) has assigned all its rights, title and interest in a particular contract to a third party (the buyer, as assignee). The notice of assignment will generally come from the seller, as assignor, rather than the buyer so as to give comfort to the contractual counterparty that the assignment has been validly made. For guidance, see Practice Note: Ireland—Assigning rights under contracts. Giving notice of assignment to the contractual counterparty is a necessary part of ensuring that the assignment is effective as a legal assignment (otherwise it may simply act as an equitable assignment). In the case of an assignment
PRECEDENTS
[Headed notepaper of the assignor] To: [Insert name and address of recipient (ie the other party to the contract that was assigned)] [Insert date] This Precedent is a letter notice of assignment, which informs a party to a commercial contract that the other party (the assignor) has assigned all or part of its rights, title, benefit and interest in the contract to a third party (the assignee). It assumes that the commercial contract which was assigned is governed by the laws of Ireland. In the case of an assignment of contractual rights, giving the contract counterparty written notice of the assignment is one of the key requirements for the creation of a statutory assignment under the Supreme Court of Judicature Act (Ireland) 1877 (Ireland), s 28 (SCJA(I) 1877 (IRL)) (ie an assignment which takes effect as a legal assignment). While SCJA(I) 1877 (IRL), s 28 does not include any specific requirements about the form of the notice which needs to be given, the need to document such notice and be in a position to evidence
PRECEDENTS
General This is a Precedent notice of default for use with an aircraft operating lease agreement where an event of default has occurred and is continuing and the lessor wants to give notice of the event of default and reserve its rights under the aircraft operating lease agreement and/or other operative/transaction documents. When is a notice of default required? Aircraft operating lease agreements typically include a mechanism under which a lessor can, if it chooses, take certain actions if the lessee breaches the terms of the aircraft operating lease agreement or certain other events occur, subject to applicable grace periods outlined in the agreement. The events that allow the lessor to take such action are normally specifically set out in the aircraft operating lease agreement and are referred to as events of default. These events of default in an aircraft operating lease agreement will usually include: i) non-payment of lease rentals and/or maintenance reserves, ii) failure to maintain insurance cover, iii) insolvency of the lessee
PRECEDENTS
THE HIGH COURT NOTICE OF INTENTION TO PROCEED Record No. [insert record number] BETWEEN [insert plaintiff’s name]        Plaintiff and [insert defendant’s name]        Defendant General drafting notes Purpose of this notice This notice is used where a party wishes to take a further step in High Court proceedings after a period of procedural inactivity. SI 15/1986 (IRL), Order 122, rule 11, Rules of the Superior Courts provides that, where there has been no proceeding for one year from the last proceeding had, the party who wants to proceed must give one month’s notice to the other party of their intention to proceed. The notice should be served before taking the next procedural step in the proceedings. Practitioners should check the court record carefully to identify the last ‘proceeding’ for the purposes of SI 15/1986 (IRL), Order 122, rule 11, Rules of the Superior Courts. Once the notice is served, the serving party must wait one month before filing any further documents or proceeding with the claim. When to use this Precedent Use this notice where: • High Court proceedings have already issued • there has been no proceeding in the action for
PRECEDENTS
This Precedent is a notice to a company in relation to a proposed ordinary resolution to remove a director from office. A director can be removed from office at any time by ordinary resolution passed by the shareholders of the company at a general meeting, despite anything to the contrary in any contract between the directors and the company. The resolution cannot be passed by way of written resolution (unless the company is a single member company); it must be passed at a general meeting. For further information, see Practice Note: Ireland—Removal
PRECEDENTS
This Precedent is a notice to a company in relation to a proposed ordinary resolution to remove a director from office. A director can be removed from office at any time by ordinary resolution passed by the shareholders of the company at a general meeting, despite anything to the contrary in any contract between the directors and the company. The resolution cannot be passed by way of written resolution (unless the company is a single member company); it must be passed at a general meeting. For further information, see Practice Note: Ireland—Removal of a director. The proposed resolution to remove a director is