Introduction

The Cross-border Merger Directive has been implemented in Ireland by Statutory Instrument No. 157 of 2008, European Communities (Cross-border Mergers) Regulations 2008 (the Regulations). The Regulations were given effect on27 May 2008.

Scope

Subject to the exemptions listed below, the Regulations facilitate the cross-border merger of any ‘Irish company’, with a limited liability company or companies in other European Economic Area Member States. An ‘Irish company’ is defined as a limited liability company (other than a company limited by guarantee). An ‘Irish company’ also includes unregistered companies to which Section 377(1) of the Irish Companies Act 1963 applies. However, in practice there is only one such Irish entity, the Governor and Company of the Bank of Ireland. Unlimited liability companies cannot avail of the cross-border merger procedure under the Regulations.