Corporate Law Matters and Transactions
Allotments, transfers, charges, restructuring and approvals handled with the filings each one requires.
Events That Change the Company Need Doing Properly
Routine annual compliance is predictable. Corporate law matters are not – they arise when something changes. Shares are issued to a new investor, a founder transfers their holding, a lender takes security, a group is restructured, or a transaction with a related party needs approval.
Each of these has its own procedure, its own approvals and its own filing deadline, and several have consequences that are difficult to unwind. An allotment made without the correct resolutions, or a charge not registered within its period, creates a problem that surfaces later – usually when a lender or an acquirer looks at the file.
MPVD & Associates handles corporate law matters for private and public companies, covering the compliance and filing side, with legal counsel involved where drafting or representation calls for it.
Corporate Law Matters We Handle
These are the events that most often need handling, each with its own process under the Companies Act, 2013.
- Share allotments – issues of shares including rights issues, private placements and preferential allotments, each with its own procedural requirements, valuation considerations and filing deadlines.
- Share transfers and transmission – transfers between shareholders, transmission on death, and the restrictions your Articles impose on both.
- Capital alterations – increases in authorised capital, alterations to the capital clause, and reductions or buy-backs where permitted, subject to the conditions in the Act.
- Charges – registration, modification and satisfaction of charges on the company’s assets within the periods the Act prescribes.
- Related-party transactions – identifying which transactions are caught, obtaining the board or shareholder approval required, and recording the disclosures.
- Loans, guarantees and investments – the restrictions and approvals that apply where a company lends, guarantees or invests, including in connection with directors.
- Registered office and name changes – including shifts between states, which require additional approvals.
- Restructuring – conversions between entity types and group reorganisations, on the compliance and financial side.
Schemes of arrangement, mergers and demergers requiring tribunal approval are legal proceedings. We support them on the financial and compliance side and work with counsel who conduct the proceedings.
Transaction Support Services
Share Issues and Allotments
The full procedure from board and shareholder approvals through to allotment, share certificates, register entries and the required filings.
Transfers and Transmission
Transfers executed correctly against your Articles, including pre-emption provisions, with registers and certificates updated.
Charge Registration
Charges registered, modified and satisfied within their prescribed periods, with the register of charges maintained accurately.
Related-Party Approvals
Identifying transactions that require approval, obtaining it in the correct form and recording the disclosures the Act requires.
Capital Restructuring
Increases in authorised capital and other alterations, with the resolutions, approvals and filings each step requires.
Due Diligence Preparation
Registers, filings and resolutions reviewed and corrected before an investor or acquirer examines them, rather than during.
How We Handle a Corporate Matter
Step 1 – Establishing What Is Required
We identify the procedure the Act prescribes for the specific matter, what your Articles require on top of it, and which approvals and filings apply. This is where mistakes are most often made.
Step 2 – Preparing the Documentation
Notices, board and shareholder resolutions, disclosures and supporting documents are prepared in the correct form and sequence, since order matters for several of these procedures.
Step 3 – Obtaining Approvals
Meetings are convened and held, resolutions passed and minuted, and any additional approvals or valuations the matter requires are arranged.
Step 4 – Filing Within Deadlines
The required forms are filed with the Registrar within their periods. Several corporate filings carry short deadlines, and late filing can have consequences beyond additional fees.
Step 5 – Updating the Record
Statutory registers are updated, certificates issued and the documentation filed so the company’s record is complete and consistent for anyone who examines it later.
Corporate Matters That Commonly Go Wrong
- Allotments made before approvals – shares issued and money received before the required resolutions were passed, which is difficult to regularise afterwards.
- Charges registered late – the period for registering a charge is short, and late registration requires additional steps and fees.
- Transfers made contrary to the Articles – pre-emption rights ignored, giving other shareholders a legitimate grievance.
- Related-party transactions never approved – conducted informally between group companies or with directors, then identified in audit or due diligence.
- Registers not updated – the register of members not reflecting transfers that occurred years earlier, making beneficial ownership hard to evidence.
- Valuation not obtained – where the issue or transfer of shares requires a valuation and none was carried out.
For routine annual obligations rather than transactions, see our company law matters consultancy.
Why Choose MPVD & Associates
Corporate transactions have compliance, accounting and tax consequences at the same time. Handling them in one place keeps those consistent with one another.
- Procedure followed in order. Approvals obtained before the action, not reconstructed afterwards.
- Filing deadlines respected. Several corporate filings carry short periods where lateness has real consequences.
- Tax considered alongside. Share transfers and restructuring have tax implications that should be assessed before the transaction, not after.
- Records left complete. Registers, certificates and resolutions all updated so due diligence finds a consistent file.
- Counsel where needed. Tribunal proceedings and complex drafting handled with legal counsel rather than by us alone.
Frequently Asked Questions
Our experienced company audit and taxation professionals help you navigate complex tax laws and regulatory requirements. Contact us today to schedule a consultation.
Discuss Your Corporate Matter
Tell us what you need to do – an allotment, a transfer, a charge or a restructuring. We will set out the procedure, the approvals required and the deadlines that apply.