Lending to a Company Incorporated in Ireland: Filing and Registration Requirements

A Practice Note discussing the key filing and registration requirements for a loan agreement, guarantee or security document which is subject to English law or the law of a US state where a borrower, guarantor or security provider is incorporated in Ireland.

This Note is intended to be used to facilitate the signing and closing of a loan financing where a borrower, guarantor, or security provider (each, an obligor) is incorporated in Ireland. While the issues to be considered in relation to an obligor when signing and closing a loan agreement, guarantee, or security document will be broadly similar regardless of an obligor’s jurisdiction of incorporation, there will typically be jurisdiction-specific issues that will need to be considered.

It is important to identify any signing and closing issues, specific practices, or concerns early in a loan finance transaction that involves an obligor incorporated in a jurisdiction other than the governing law of the loan financing documentation. This will then make it easier to ensure that these issues, practices, and concerns do not have a negative impact on the transaction timeline or lead to unnecessary transaction costs. Transaction-specific advice from lawyers in the appropriate jurisdiction should be taken in due course to ensure a transaction closes without any unforeseen issues.

This Note looks at the key security filing and registration requirements for a corporate loan made under a loan agreement which is subject to English law or the law of a US state to an obligor incorporated in Ireland. It covers the following:

• Filing and registration requirements for real estate.
• Filing and registration requirements for registered moveable properties.
• Filing and registration requirements for shares.
• Filing and registration requirements for intellectual property.

This Note assumes the following:

• The obligor is a company incorporated in Ireland.
• The loan agreement is subject to English law or the law of a US state.

This Note is part of a suite of maintained resources that explain regulatory issues that should be considered when undertaking a cross-border loan finance transaction in a specified jurisdiction where the lender is incorporated in a different jurisdiction.

For more information on considerations relating to signing and closing this type of transaction, see Cross-Border Lending: Signing and Closing a Corporate Loan Transaction Toolkit. For information on regulatory issues, see Cross-Border Lending: Regulatory Issues Toolkit. For information on considerations relating to structuring this kind of transaction, see Cross-Border Lending: Structuring the Transaction Toolkit. For information on legal and documentary issues, see Cross-Border Lending: Legal and Documentation Issues Toolkit.

Filing and Registration Requirements

There are no filing requirements for a loan agreement or guarantee.

Where an Irish company creates security over any of its assets (except for certain financial assets including cash, money credited to a bank account and shares, bonds, and debt instruments securities), particulars must be filed with the Companies Registration Office within 21 days of the date of creation of the charge. The fee for this filing is currently EUR40. The same requirement applies to a company incorporated outside Ireland that establishes a branch in Ireland.

Where a fixed charge is created over the book debts of a company, a notification to the Irish Revenue Commissioners (the Irish tax authority) must be made within 21 days to preserve priority of the security over potential claims by the Irish Revenue Commissioners against the chargor for unpaid value added tax and employee taxes. There is no charge for this filing.

Charges over other types of assets require additional registration, as follows:

• Land.
• Aircraft.
• Ships.
• Certain types of intellectual property (patents, trademarks and designs).
• Agricultural produce or stock.

For more information on taking security over real estate, see Practice Note, Lending to a Company in Ireland: Taxes and Costs: Registration Fees.

For further information on addition registration requirements over other types of assets generally, see Country Q&A, Lending and Taking Security in Ireland: Overview: Questions 2 to 7.