Companies Act 2014

494.

Registration and publication of documents

494. (1) Subject to subsection (5), each of the companies involved in the division shall deliver to the Registrar—

(a) a copy of the common draft terms of division as approved in writing by the board of directors of the companies, and

(b) a notice, in the prescribed form, specifying—

(i) its name,

(ii) its registered office,

(iii) its legal form, and

(iv) its registered number.

(2) Notice of delivery of the common draft terms of division to the Registrar shall be published:

(a) by the Registrar, in the CRO Gazette; and

(b) by each company involved in the division, in one national daily newspaper.

(3) The notice published in accordance with subsection (2) shall include:

(a) the date of delivery of the documentation under subsection (1);

(b) the matters specified in subsection (1)(b);

(c) a statement that copies of the common draft terms of division, the directors’ explanatory report, the statutory financial statements referred to in section 495(1) and the expert’s report (where relevant) are available for inspection by the respective members of each company involved in the division at each company’s registered office; and

(d) a statement that a copy of the common draft terms of division can be obtained from the Registrar.

(4) Subsections (1) and (2) shall be complied with by each of the companies involved in the division at least 30 days before the date of the passing of the resolution on the common draft terms of division by each such company in accordance with section 496 .

(5) This section shall not apply in relation to a company involved in the division if the company—

(a) publishes, free of charge on its website for a continuous period of at least 2 months, commencing at least 30 days before the date of the general meeting which, by virtue of section 496 , is to consider the common draft terms of division and ending at least 30 days after that date, a copy of the common draft terms of division, as approved pursuant to section 490(1) , and

(b) causes to be published in the CRO Gazette and once at least in 2 daily newspapers circulating in the district in which the registered office or principal place of business of the company is situate notice of publication on its website of the common draft terms of division.

(6) Where, in the period referred to in subsection (5)(a), access to the company’s website is disrupted for a continuous period of at least 24 hours or for separate periods totalling not less than 72 hours, the period referred to in subsection (5)(a) shall be extended for a period corresponding to the period or periods of disruption.