Office Notice No. 5 of 2009
S.I. 157 of 2008
The above regulations came into operation on 27th of May 2008, giving effect to EU Directive No 2005/56/EC. The regulations permit cross–border mergers between European Economic Area [EEA] limited liability companies involving at least one Irish company and at least one non-Irish EEA company. A cross- border merger will come into effect under the Regulations by the granting of a court order by either an Irish court or a court of another jurisdiction.
S.I. No. 233 of 2023
S.I. 157 of 2008, the European Communities (Cross Border Merger) Regulations 2008, is not still in effect for new cross-border mergers in Ireland. It has been replaced by the European Union (Cross-Border Conversions, Mergers and Divisions) Regulations 2023 (S.I. No. 233 of 2023). The 2023 regulations transpose EU Directive 2019/2121 and introduce new rules for cross-border mergers, conversions, and divisions.
- S.I. 157 of 2008 was enacted to implement the EU Directive 2005/56/EC on cross-border mergers.
- The 2023 regulations, S.I. No. 233 of 2023, repeal and replace the 2008 regulations.
- The 2023 regulations introduce updated procedures for cross-border mergers, and for the first time, allow for cross-border conversions and divisions of companies.
- There is an exception: the 2008 regulations still apply to ongoing mergers where common draft terms were filed with the Companies Registration Office (CRO) before May 24, 2023.
Any applications for registration on the foot of the above regulations are to be referred to the Head of Legal Standards & External Liaison. Staff are also referred to Legal Office Notice 1 of 2025 re applications filed by Baninkter S.A.
John Deeney
Deputy Registrar
8th May 2009
23 July 2009