Issue of Prospectus
This section outlines the general procedures for the registration of prospectuses. For the purposes of the Companies Act 2014, prospectus means a document or documents in such form and containing such information as may be required by CA 2014, or EU prospectus law, howsoever the document or documents are constituted, but does not include any advertisements in newspapers or journals derived from the foregoing.
Filing a Prospectus
A Prospectus is submitted to the C.R.O. under the legislation at (a) and (b) effective from 1st July 2005: (it is the responsibility of the presenter to confirm which piece of legislation a prospectus is being filed under)
(a) Legislation: S.I. 324 of 2005 Prospectus (Directive 2003/71/EC) Regulations 2005, Part 23 Companies Act 2014
The Central Bank is the competent authority for approving Prospectuses under these regulations ( S.I. 324 of 2005 part 13,78(1)) regulation 38 (1) states that
"Upon a prospectus being approved, the applicant shall file the prospectus (a) with the Bank forthwith and (b) if the issuer is a company registered under the Companies Act 2014, with the registrar of companies within 14 days after its publication in accordance with Part 8". Form B18 is used for the filing of a prospectus under this legislation and can be downloaded from our website. (filing fee €15 )
Link to Forms Page
(b) Legislation: Part 23 Companies Act 2014
Local offering documents lodged under the legislation at (b) are: Offering documents prepared for local offer, an offer of securities to the public in the State where the offer expressly limits the amount of the total consideration to less than €5,000,000. These local offering documents are registered directly with the C.R.O. on or before the date of publication.
Section 1361 (4) of the act states " No offering document prepared for local offer shall be issued by or on behalf of a PLC or in relation to an intended PLC unless, on or before the date of its publication, a copy of the offering has been delivered to the Registrar of companies for registration". Form B18a must be used for the filing of prospectus under this legislation and can be downloaded from our website. (filing fee €15 )
Copyright 2018 Public Office Address: Companies Registration Office, Bloom House, Gloucester Place Lower, Dublin 1. Phone: +(353 1) 8045200
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