This indemnity is designed to be given where any of a shareholder’s share certificates have been lost, stolen, mislaid or destroyed (or where a certificate was never issued). It is used where the shareholder is requesting that the company issue a duplicate share certificate. It is important that the company should obtain a full indemnity from the shareholder before issuing a duplicate certificate. If the value of the shares is significant the company may require that the shareholder arrange for the indemnity to be guaranteed by a bank or insurance company. A share certificate under the common seal of a company specifying any shares held by a member, is prima facia evidence of title in the shares to which it relates. CA 2014 (IRL), s 99(6) sets out the procedure for issuing a replacement share certificate. In essence, when a share certificate is damaged, defaced, lost or destroyed, it may be replaced/renewed on such terms as to evidence an indemnity and payment of reasonable expenses as the directors decide and, in the case of

This indemnity is designed to be given upon the completion of a share purchase transaction where any of a selling shareholder’s share certificates have been lost, stolen, mislaid or destroyed (or where a certificate was never issued). The selling shareholder gives this indemnity in favour of the target company (and addresses it to the target company directors), to provide the buyer comfort that the target company is indemnified, the share certificates have not been dealt with in any way prior to the acquisition and that the transfer to the buyer is permitted notwithstanding that not all the original share certificates have been provided by the seller upon the transfer. It is important that the target company should obtain a full indemnity from the selling shareholder before issuing a duplicate certificate or permitting and registering a transfer. If the value of the shares is significant the company may require that the shareholder arrange for the indemnity to be guaranteed by a bank or insurance company. A share certificate under the common seal of a

Introduction The sale of an Irish company's business can be structured as either: • a sale of shares in the company by its shareholders (a share sale), or • a sale of assets owned by the company (an asset sale) In a share sale, the buyer acquires ownership of the company which owns and operates the target business. The company retains its assets (and liabilities) and continues to operate the business under the buyer's ownership. As a result, the buyer also assumes potential unknown (or understated) liabilities, such as pending litigation or unpaid taxes. In an asset sale, a buyer (or, as the case may be, seller) is able to pick and choose, with certain exceptions, which assets and liabilities and which parts of the target business it acquires (or, in the case of the seller, sells). Examples of assets may be as broad as the entire business and assets of the company, or a targeted and well-defined list of assets (such as real property, contracts or intellectual property). A benefit

The Irish register of shipping The Mercantile Marine Office, as part of the Department of Transport, is the national authority with responsibility for the registration of Irish ships. The administration of the procedure for the registration of ships and maintenance of the ship registry is assigned under s 23(1) of the Mercantile Marine Act 1955 (Ireland) (as amended, MMA 1955 (IRL)), to the chief officer of customs and excise at the ports of registry as appointed by the Revenue Commissioners. In Ireland, there are 13 designated ports of registry with registrars for each port as appointed by the Revenue Commissioners. The ports of registry are: Arklow, Cork, Drogheda, Dublin, Dundalk, Galway, Limerick, Skibbereen, Sligo, Tralee, Waterford, Westport and Wexford. Each port of registry maintains a Register Book. The combined registry details on the 13 Registry Books are collectively known as the Shipping Register. Ships registered on the Shipping Registry are known as Irish Ships. The registry is a record of legal ownership and the shares therein of a ship. There is no facility for a

This Practice Note looks at the enforcement of security under Irish Law by a mortgagee following an event of default under a ship finance transaction and in particular, covers: • the mortgagee's right to take possession of the vessel • private sale of the vessel by the mortgagee • arrest and sale of the vessel by the court (judicial sale), and • maritime and possessory liens If an event of default has occurred pursuant to the terms of a loan secured by a ship mortgage, the amounts secured will usually become immediately due and payable. If the amounts due are not paid, the mortgagee may enforce its security and look to sell the vessel and recover the amounts due. In order for a mortgagee to obtain maximum protection in Ireland, if the vessel over which the mortgage is being granted is an Irish registered vessel, the ship mortgage should be registered against the vessel with the Irish Register of Ships. In addition, if the mortgagor is an Irish body corporate, the

This Practice Note considers the principal types of security that a lender may look to take in a ship finance transaction in Ireland. The types of security typically taken are: • a mortgage over a vessel • an assignment of insurances, earnings and requisition compensation • a parent company guarantee • a charge over shares, and • a charge over a bank account This Practice Note is relevant for finance for vessels that are registered on the Irish flag. Ship mortgage A primary source of security for a lender is a mortgage over the vessel which allows the lender, in case of default, to enforce its security through the power of possession and execute the sale of the vessel. In Ireland, a legal mortgage over a vessel registered on the Irish Register of Ships pursuant to the Mercantile Marine Act 1955 (Ireland) (MMA 1955 (IRL)) is created by the execution by the owner of the vessel of a statutory mortgage which is then registered with the relevant registrar. In Ireland, there are

Timing Signing and completion are important milestones in a loan transaction. There are two possibilities as to their timing: • signing and completion take place on the same day—in such cases, all the conditions precedent to funding will need to be satisfied (or have been waived (see Precedent: Ireland—Waiver letter for a bilateral facility agreement—waiving conditions precedent)) before signing and completion can take place • there is a gap between signing and completion—this allows the parties to commit to the deal on signing but leave themselves time between signing and completion to satisfy any outstanding conditions precedent to funding What happens during this phase? Signing Signing is the point at which the parties execute the final versions of the finance documents and the deal becomes binding (albeit, in most cases, subject to certain conditions precedent being satisfied—see further Practice Note: Ireland—How to prepare or review conditions precedent in a loan transaction). If there are any other ancillary documents relevant to the transaction requiring signature, they may also be signed

This Practice Note explains who signs off on the documentary conditions precedent in a loan transaction and how, includes links to useful precedents and explains the key drafting points. Each of the documentary conditions precedent (CPs) to funding must be satisfied (or waived) before funding can take place. Who signs off on the documentary CPs? Once all of the documentary CPs have been satisfied (or waived), the lender (or, in syndicated transactions, the facility agent) will usually be required by the terms of the facility agreement to confirm to the borrower, in writing, that this is the case. However, whether the documentary CPs have been satisfied will have been determined by a number of factors: legal, commercial and factual issues will have been addressed by a combination of the lender(s) and the lawyers acting for the lender(s). Therefore, signing off on the documentary CPs will involve both the lender(s) and lawyers. It is important, however, to note that the final commercial decision on whether to lend

Nature of the clause This Precedent is a short-form clause for use in a business-to-business (B2B) commercial contract providing for mandatory mediation in the event of a dispute arising out of the agreement. This Precedent clause provides that the parties will seek to settle the dispute. Unlike litigation and arbitration clauses, the purpose of this clause is for the parties to seek to resolve the matter with the assistance of a mediator, but without the need for formal contentious proceedings. What is mediation and why have a mediation clause? Mediation is a form of alternative dispute resolution (ADR) in which a third-party mediator follows a structured process to facilitate an agreed settlement between parties to a dispute. Mediation is a non-binding dispute resolution process, ie any agreement reached in mediation will only be binding on the parties if they enter into a settlement agreement. Mediation allows the parties a high degree of control compared with litigation and provides a collaborative process for dispute resolution. Further advantages of mediation over arbitration or litigation, include: • cost • speed • confidentiality If a dispute between the parties is not

The Single Resolution Board (SRB) has published its 2025 schedule of industry consultations and requests, demonstrating a renewed commitment to transparency and predictability. The updated list reflects the SRB's shift towards bank-led testing and incorporates lessons from the March 2023 crisis events, with increased focus on the optionality of resolution tools and transfer strategies. The schedule encompasses public consultations on policy matters, regular data requests for assessing bank resolvability and MREL compliance, and deliverables based on banks' resolution strategies and risk profiles. Notably, the SRB plans a target level verification exercise in February 2025 to assess whether the Single Resolution Fund meets the required threshold of at least 1% of total covered deposits. This comprehensive approach aims to enhance banks' resource allocation and workload anticipation whilst maintaining regulatory oversight.

What is the small company administrative rescue process? The Small Company Administrative Rescue Process (SCARP) was first introduced on 8 December 2021 by means of an amendment to the Companies Act 2014 (Ireland)(CA 2014 (IRL)). It is a process which allows a small or micro enterprise that is experiencing financial difficulties to restructure its debts by agreeing a rescue plan with its creditors. The SCARP's primary objective is to allow small and micro enterprises to avail of a legislative corporate rescue process. While the SCARP can involve the courts, it is administrative in nature rather than judicial and can be contrasted in this regard with the examinership process which requires several court applications. The SCARP is accordingly more cost effective than an examinership and it is designed to take approximately half as long as an examinership. What is an ‘eligible company’ for the purposes of the SCARP? An ‘eligible company’ is a company that meets any two of the following three conditions: Conditions Micro Company Small Company Average

The Irish Department of Social Protection announced on 20 May 2025 three developments in the implementation of My Future Fund, Ireland's new automatic enrolment pension scheme. The National Automatic Enrolment Retirement Savings Authority (NAERSA) has named Irish Life Investment Managers, Amundi and Blackrock as preferred bidders for investment management services. The department has also advertised for NAERSA's CEO and board member positions, with the CEO role to be primarily based in Letterkenny. The scheme, launching January 2026, will automatically enrol eligible employees aged 23-60 earning over €20,000, with contributions starting at 1.5% from both employers and employees.