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Rules of the Superior Courts

Appendix: N

Proceedings under the Companies Act 2014 (other than Parts 10, 11 and 13) and under European Union company law : S.I. No. 255 of 2015


Forms:
No.1 ¦ No.2 ¦ No.3 ¦ No.4 ¦ No.5 ¦ No.6 ¦ No.7 ¦ No.8 ¦ No.9 ¦ No.10 ¦ No.11 ¦ No.12

No. 1


O. 75, r. 2

ORIGINATING NOTICE OF MOTION THE HIGH COURT

20....... No....

In the matter of (insert full name of company) and in the matter of *section ....of the Companies Act 2014

*On the application of .....................

*Between

..... *Applicant

*and

..... *Respondent

TAKE NOTICE that on ....day, the ....... day of ......... 20.... at .... o’clock in the forenoon or as soon as may be thereafter, application will be made on behalf of the above-named applicant to this Honourable Court sitting at the Four Courts, Dublin 7 for the following relief under the Companies Act 2014:

(1) [set out order(s) sought]

(2) Such further or other order as to this Honourable Court may seem fit. (3) An order providing for the costs of this application


PARTICULARS OF COMPANY TO WHICH APPLICATION RELATES

1. The above-named company (hereinafter called “the company”) was on the ..... day of....... incorporated in the State (or in ....... as the case may be) under the Companies Act 2014 (or as the case may be).

2. The registered office of the company is situate at

*3. The objects for which the company was established are ....... and the other objects set out in the Constitution of the Company.

*4. The nominal capital of the company is € ....... divided into shares of € ....... each.

Signed:......................

Date: ........................

To: The Registrar

Central Office

*And to:

*insert where appropriate having regard to the reliefs sought


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No. 2


O. 75, r. 5(2)

AFFIDAVIT VERIFYING LIST OF CREDITORS

(Title as in Form No. 1)


I, A.B. of ....... make oath and say as follows:

1. The document marked “A” upon which I have signed my name before swearing this affidavit contains a list of the creditors of and persons having claims upon the above-named company on the ..... day of ........ 20 ...... (the date fixed by the Order in this matter dated the .... day of .......), together with their respective addresses and the nature and amount of their respective debts or claims, and such list is, to the best of my knowledge, information, and belief, a true and accurate list of such creditors and persons having claims on the day aforesaid.

2. To the best of my knowledge and belief there was not, at the date aforesaid, any debt or claim, which, if such date were the commencement of the windingup of the said company, would be admissible in proof against the said company other than and except the debts set forth in the said list. I am able to make this statement from facts within my knowledge as the ...... of the said company and from information derived from investigation and examination of the affairs, books, documents and papers of the said company.

Sworn etc.


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No. 3


O. 75, r. 5(2)

LIST OF CREDITORS REFERRED TO IN FORM No. 2

A.

(Title as in Form No. 1)


This list of creditors marked A was produced and shown to A.B. and is the same list of creditors as is referred to in his affidavit sworn before me this ... day of ....... 20 ....

Commissioner for Oaths.
Names, addresses and description of the creditorsNature of debt or claimAmount of debt or claim
.........


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No. 4


O. 75, r. 5(4)

NOTICE TO CREDITORS

(Title as in Form No. 1)


To

You are hereby given notice that an originating notice of motion has been presented to the High Court (here state shortly the nature of the relief sought) and that in the list of persons admitted by the company to have been on the ..... day of ....... 20 .... creditors of the company your name is entered as a creditor for (here state the amount of the debt or nature of the claim). If you claim to have been on the last mentioned day a creditor to a larger amount than is stated above, you must on or before the ....... day of ....... 20 .... send the particulars of your claim and the name and registered place of business of your solicitor (if any) to the undersigned solicitor at ........ In default of your so doing, the above entry in the list of creditors will in all the proceedings under the above petition be treated as correct.

Dated

(Signed)

Solicitor for the said Company.


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No. 5


O. 75, r. 6

ADVERTISEMENT OF ORIGINATING NOTICE OF MOTION AND LIST OF CREDITORS

In the matter of (insert full name of company) and in the matter of the Companies Act 2014.

Notice is hereby given that an originating notice of motion for (here state shortly the nature of the relief sought) was on the ....... day of ....... 20 ... presented to the High Court and is now pending. (Add where appropriate) And that by Order dated the ....... day of ......... 20 ...... an inquiry was directed as to the debts, claims and liabilities of the company on the ..... day of ..... 20.... A list of the persons admitted to have been creditors of the company for debts, claims and liabilities to which the said inquiry extends on the said ..... day of ..... 20... has been filed in the Central Office and may be inspected at the offices of the company at ..... or at the office of (here state name of company’s solicitor and address of his office) at any time during usual business hours on payment of

€0.32. Any person who claims to have been on the said ..... 20 ..... and still to be, a creditor of the company in respect of any such debt, claim or liability and who is not entered on the said list and claims to be so entered, must on or before the ..... day of ..... 20.... send in his name and address and the particulars of his claim, and the name and address of his solicitor (if any) to the undersigned solicitor at ..... or in default thereof he will be precluded from objecting to the grant of the relief sought in the petition.

Dated

(Signed)

Solicitor for the said company.


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No. 6


O. 75, r. 7

AFFIDAVIT IN ANSWER TO INQUIRY

(Title as in Form No. 1)


We, C.D. of ....... (the secretary or other officer of the above-named company), X.Y. of ....... (the solicitor of the said company) and A.B. of ....... the managing director (or other officer) of the said company, severally make oath and say as follows:

I, the said C.D. for myself say:

(1) I did, on the ..... day of ....... 20 ... in the manner hereinafter mentioned serve a true copy of the notice marked “B” upon which I have signed my name before swearing this affidavit, upon each of the respective persons whose names, addresses and descriptions appear in the first column of the list of creditors marked “A” referred to in the affidavit of ....... filed on the ..... day of ...... 20...

(2) I served the said respective copies of the said notice by putting such copies respectively duly addressed to such persons respectively, according to their respective names and addresses appearing in the said list (being the last known addresses or places of abode of such persons respectively), and with the proper postage stamps affixed thereto as prepaid letters, into a post office receiving box at....... between the hours of ..... and ..... o’clock in the ....... noon of the said ..... day of ...... 20.....

And I, the said X.Y., for myself say:

(3) A true copy of the notice marked “C” upon which I have signed my name before swearing this affidavit has appeared in the ...... of the ..... day of. ..... 20 ... and the ..... day of 20....

(4) I have in the document marked “D” upon which I have signed my name before swearing this affidavit, set forth a list of all claims, the particulars of which have been sent in to me pursuant to the said notice marked “B” by persons claiming to be creditors of the company for larger amounts than are stated in the list of creditors marked “A” referred to in the affidavit of. ...... filed on the. ..... day of ..... 20...


or

No person has sent in to me pursuant to the said notice marked “B” a claim to be entered on the said list for a larger sum than that in respect of which he is so entered in the said list marked “A”.

(5) I have in the document marked “E” upon which I have signed my name before swearing this affidavit, set forth a list of all claims, the particulars of which have been sent in to me pursuant to the notice referred to in the third paragraph of this affidavit by persons claiming to be creditors of the company on the ..... day of ..... 20... not appearing on the said list of creditors marked A and who claim to be entered thereon.


or

No claims have been sent to me pursuant to the notice referred to in paragraph (3) hereof by persons not entered on the said list marked “A” and claiming to be so entered.

And we, C.D. and A.B. for ourselves say:

(6) We have in the first part of the said document marked “D” and also in the first part of the said document marked “E” respectively set forth such of the said debts and claims as are admitted by the company to be due wholly or in part, and how much is admitted to be due in respect of such of the said debts and claims respectively as are not wholly admitted.

(7) We have, in the second part of each of the said documents marked “D” and “E” set forth such of the said debts and claims as are wholly disputed by the company.

(8) In the said exhibits “D” and “E” we have distinguished such of the debts the full amounts whereof are proposed to be appropriated in such manner as the Judge shall direct.


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No. 7


O. 75, r. 7

EXHIBIT D REFERRED TO IN FORM No. 6

(Title as in Form No. 1)

LIST OF DEBTS AND CLAIMS


of which particulars have been sent to ............. by persons claiming to be creditors of the above named company for larger amounts than are stated in the list of creditors made out by the company.

FIRST PART

Debts or claims wholly or partly admitted by the company:

Names,
Addresses and
descriptions
of creditors
Particulars of claimTotal amount claimedAmount admitted by
the company to be
within the inquiry
and to be owing to
the creditor
Debts proposed to
be appropriated in
full although disputed
...............

SECOND PART

Debts and claims wholly disputed by the company

Names,
addresses and
descriptions
of creditors
Particulars of claimTotal amount claimedDebts proposed to
be appropriated in
full although disputed
............

This document marked “D” was produced and shown to C.D., X.Y. and A.B. respectively and is the same as that referred to in their affidavit sworn this ..... day of ....... 20.... before me, (to be signed here by Commissioner or officer before whom the affidavit is sworn)


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No. 8


O. 75, r. 7

EXHIBIT “E” REFERRED TO IN FORM No. 6

(Title as in Form No. 1)

LIST OF DEBTS AND CLAIMS


of which particulars have been sent to............. by persons claiming to be creditors of the above-named company and to be entered in the list of creditors made out by the company.

FIRST PART

Debts and claims wholly or partly admitted by the company:

Names,
Addresses and
descriptions
of creditors
Particulars of claimTotal amount claimedAmount admitted by
the company to be
within the inquiry
and to be owing to
the creditor
Debts proposed to
be appropriated in
full although disputed

SECOND PART

Debts and claims wholly disputed by the company:


Names,
Addresses and
descriptions
of creditors
Particulars of claimTotal amount claimedDebts proposed to
be appropriated in
full although disputed

This document marked “E” was produced and shown to C.D., X.Y. and A.B. respectively and is the same as that referred to in their affidavit sworn this ..... day of ...... 20 .... before me (to be signed here by Commissioner or officer before whom the affidavit is sworn)


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No. 9


O. 75, r. 8(1)

NOTICE TO CREDITORS TO COME IN AND PROVE

In the matter of....... (as in Form No. 1)

You are hereby required to come in and prove the debt claimed by you against the above-named company, by filing your affidavit and giving notice thereof to ....... the solicitor of the said company, on or before the ... day o f..... next; and you are to attend in person or by your solicitor at the Examiner’s Office, Four Courts, Dublin, on the ... day of ....... 20 at ...... o’clock in the ....... noon being the time appointed for hearing and adjudicating upon the claim, and produce any securities or documents relating to your claim.

In default of your complying with the above directions you will be precluded from objecting to the grant of the relief sought in the originating notice of motion (or in all proceedings relative to the grant of the relief sought in the originating notice of motion be treated as a creditor for such amount only as is set against your name in the list of creditors).

Dated the....... day of.....

(Signed)

Solicitor for the said company.


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No. 10


O. 75, r. 11

ADVERTISEMENT OF HEARING OF ORIGINATING NOTICE OF MOTION

In the matter of....... (as in Form No. 1)


Notice is hereby given that an originating notice of motion issued out of the High Court on the ...... day of ...... 20.... for (here state shortly the nature of the relief sought) is directed to be heard before the Court on the ..... day of ...... 20 .....

Dated

(Signed)

Solicitor for the Company.


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No. 11


O. 75, r. 21(8)

PRE-MERGER CERTIFICATE THE HIGH COURT

20.... No.....

In the matter of Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies

and Regulation 13 of the European Communities (Cross-Border Mergers) Regulations 2008

On the application of ........ having its registered office at ......... an Irish merging company (hereinafter referred to as “the Applicant”), under the above-mentioned Regulation in respect of a proposed merger with ...........

THE COURT HEREBY CERTIFIES that the Applicant has completed properly the pre-merger requirements in respect of such merger.

Dated this ..... day of ...... 20..

Signed..............

Registrar


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No. 12


O. 75, r. 25(5)

PRE-MERGER CERTIFICATE (FORMATION OF EUROPEAN PUBLIC LIMITED LIABILITY COMPANY BY MERGER)

THE HIGH COURT


20.... No.....

In the matter of Article 25(2) of Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European company (SE)

On the application of ........ having its registered office at ......... an Irish merging company (hereinafter referred to as “the Applicant”), under the above-mentioned Regulation in respect of a proposed merger with .........

THE COURT HEREBY CERTIFIES that the Applicant has completed properly the pre-merger acts and formalities in respect of such merger.

Dated this .... day of ........ 20..

Signed................

Registrar


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