Complying With Company Law When Giving Loans to Directors

A common issue among companies is the giving of loans between companies and to Directors. However, there are تأسيس شركة في دبي law rules governing the provision of loans and companies need to ensure they are compliant with the law. In Ireland, the majority of Private Limited Companies are owned by two or three shareholders. If these companies want to expand, they usually set up a new company using the same shareholders. These companies are referred to as being in a “group” as they have the same shareholders in each Company. However, Company Law has a different definition of what constitutes a group.

Section 155 of Companies Act, 1963, defines a group as two companies, one being the holding company and the other being a subsidiary. To be in a group, the holding company must: The majority of companies in Ireland are owed by 2 shareholders or “husband and wife” companies and if they are the only shareholders in each of the “group” companies, the companies are not in a group as defined by the Companies Acts. One of the key benefits of companies being in a Group as defined by the Companies Acts is that you can avail of the Group exception under the regulations regarding loans between companies.

Section 31 of Companies Acts, 1990 prohibits companies from entering into certain types of transactions, which would be otherwise be lawful, for the benefit of a director or a party connected with a director. The legislation was introduced to prevent the controllers of companies abusing their positions of power by diverting company assets to themselves, whether directly or indirectly. A company may not:

Section 26 Companies Act, 1990 defines a connected person as, a person is connected with a director if a company if he or she is a near relative of the director, is in business partnership with the director, acts as a trustee for a trust, near relatives, any body corporate which the director controls. A Director of a company shall be deemed to control a body corporate where he or she either alone or together with any other director or directors of the company or any persons connected with the director or such other directors, are interested in 50% or more of the equity share capital of that body or are entitled to exercise or control the exercise of 50% or more of the voting power at any general meeting of that body. Shadow Directors and sole members are also considered as connected persons.

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