Best Securities Lawyers in Passage West

About Securities Law in Passage West, Ireland

Securities law in Passage West is governed by Irish national law and European Union rules that apply across the state. Although Passage West is a town in County Cork, the same Irish and EU securities framework applies whether you are in Cork, Dublin, or elsewhere. These laws regulate how companies raise money from investors, how shares and bonds are issued and traded, how inside information is handled, and how markets and intermediaries are supervised.

The Central Bank of Ireland supervises most securities market activity, including prospectuses, market abuse, and investment firms. Euronext Dublin is Ireland’s main securities exchange and sets listing and admission rules. The Companies Act 2014 sets the corporate law foundation for issuing shares and maintaining registers. EU rules like the Prospectus Regulation, Market Abuse Regulation, MiFID II, Transparency Directive, and Short Selling Regulation are central to day to day compliance.

Whether you are a local entrepreneur raising capital, an investor participating in a private placement, a director of a listed company, or a startup considering crowdfunding, understanding these rules at a practical level is essential to avoid delays, penalties, or reputational issues.

Why You May Need a Lawyer

Preparing or reviewing an offer of shares or bonds. A lawyer helps determine if a prospectus is required, whether an exemption applies, and what investor disclosures are necessary.

Private placements and venture capital rounds. Counsel will structure subscriber agreements, negotiate investor rights, address pre-emption rights, and ensure compliance with offering restrictions and anti-money laundering checks.

Listing or admission to trading. Admission on Euronext Dublin or Euronext Growth Dublin requires detailed documentation, verification, and ongoing compliance with disclosure and corporate governance rules.

Market abuse and disclosure questions. Boards and executives often need advice on what counts as inside information, when to announce it, how to maintain insider lists, and how to manage director dealings and closed periods.

Shareholding notifications and transparency. Significant investors and listed issuers must handle threshold notifications, total voting rights updates, and investor relations processes accurately and on time.

Takeovers, mergers, and share buy-backs. The Irish Takeover Panel Rules, Companies Act procedures, and market rules require careful planning and strict timetables.

Employee share schemes and options. Tax, securities exemptions, and documentation must align to avoid accidental public offers and to meet reporting requirements.

Crowdfunding and fintech offerings. New models may trigger EU crowdfunding rules, MiFID authorisations, or consumer disclosure obligations, even if not a traditional public offer.

Investigations or enforcement. If the Central Bank of Ireland opens an inquiry on market abuse, transaction reporting, or systems and controls, experienced representation is critical.

Cross-border matters. Offers into or out of Ireland involve passporting, local selling restrictions, and coordination with other EU regulators.

Local Laws Overview

Prospectus Regulation. EU Regulation 2017/1129 generally requires a prospectus for offers of securities to the public or admission to trading on a regulated market. Ireland has set a domestic threshold so that offers below 8 million euro over 12 months that are not seeking admission to a regulated market can proceed without an EU prospectus, subject to conditions and general consumer and company law. Many other exemptions exist, such as offers to qualified investors, offers to fewer than 150 persons per member state, or securities with high minimum denominations.

Market Abuse Regulation. EU Regulation 596/2014 applies to issuers on regulated markets and many multilateral trading facilities. It covers inside information disclosure, insider lists, closed periods, and reporting of dealings by persons discharging managerial responsibilities. Irish regulations designate the Central Bank of Ireland as the competent authority with strong investigation and sanction powers.

Transparency requirements. For issuers with Ireland as home member state on a regulated market, the Irish Transparency Regulations require periodic financial reporting and major shareholding notifications. For many Irish issuers the initial notification threshold is 3 percent of voting rights, with further notifications at each 1 percent thereafter. Different thresholds can apply for non-Irish issuers.

MiFID II framework. Investment firms that provide dealing, portfolio management, placing, or investment advice need authorisation under the European Union MiFID Regulations 2017 and must meet conduct of business, best execution, and client asset standards.

Short selling. EU Regulation 236/2012 imposes net short position notification to the Central Bank from 0.2 percent of issued share capital and public disclosure from 0.5 percent, with detailed calculation and timing rules.

Companies Act 2014. Irish company law governs how shares are created, allotted, and transferred, directors’ duties, and shareholder rights. Statutory pre-emption rights apply to public limited companies on cash issues unless disapplied. Private companies rely on their constitutions for pre-emption provisions. Stamp duty at 1 percent generally applies to transfers of shares in Irish companies unless an exemption applies.

Takeover rules. The Irish Takeover Panel Act and its Rules regulate takeovers and certain share buy-backs for Irish public companies. The rules set mandatory bid thresholds, timetable, disclosure obligations, and restrictions on frustrating actions.

Listing and admission rules. Euronext Dublin sets Listing Rules and a Corporate Governance Annex for companies on its regulated market, and separate rules for Euronext Growth Dublin. These rules sit alongside EU and Irish law and include sponsor or adviser roles, eligibility criteria, and continuing obligations.

Crowdfunding. The EU Crowdfunding Regulation 2020/1503 establishes an authorisation regime for providers and disclosure standards for offers up to 5 million euro per project per year. The Central Bank of Ireland is the competent authority. Other fundraising routes may still fall under prospectus or MiFID rules depending on structure.

Funds and sustainable finance. UCITS and AIFs are authorised and supervised by the Central Bank of Ireland. Sustainable finance disclosures under the EU SFDR and Taxonomy apply to certain products and advisers that market to EU investors.

Digital assets. Cryptoassets that qualify as financial instruments are subject to MiFID II and MAR. Virtual asset service providers must register with the Central Bank for anti-money laundering purposes. The EU MiCA regime is being phased in and may apply to certain tokens and stablecoins.

Frequently Asked Questions

What counts as a security in Ireland

Shares, bonds, depositary receipts, warrants, and many other transferable instruments are securities. If an instrument is a transferable financial instrument under MiFID II, then the securities and market abuse regimes are likely to apply. Some crowdfunding instruments and tokenised instruments can qualify as securities depending on their rights and transferability.

Do I need a prospectus to raise money for my company

Not always. A prospectus is required for a public offer or admission to a regulated market unless an exemption applies. Common exemptions include offers to qualified investors only, offers to fewer than 150 persons per member state, offers where the total consideration is below 8 million euro over 12 months without admission to a regulated market, and offers to employees under certain plans. Even when a prospectus is not required, clear and accurate information is still essential and other rules may apply.

Can I market my investment opportunity to the public in Passage West

Yes, but you must comply with Irish and EU rules. Public communications must be fair, clear, and not misleading. If your offer is a public offer without an exemption, a prospectus approved by the Central Bank of Ireland is generally required. If you provide investment services or advice, you may need MiFID authorisation. Locality does not change the national legal requirements.

What are my obligations if my company is listed on Euronext Dublin

You must disclose inside information as soon as possible, publish periodic financial reports, maintain insider lists, manage closed periods, and control director dealings. You must notify certain transactions by persons discharging managerial responsibilities within tight deadlines. You must also comply with listing or admission rules and any applicable corporate governance codes.

When must shareholders notify their holdings

For Irish issuers on a regulated market with Ireland as home member state, shareholders generally notify when their voting interest reaches, exceeds, or falls below 3 percent and each 1 percent thereafter. The issuer must then announce the change. Different thresholds can apply to non-Irish issuers or for depositary receipts. Trading on certain growth markets may be subject to different rules set by the market itself.

What is inside information and when must it be announced

Inside information is information of a precise nature that has not been made public, relates directly or indirectly to the issuer or its securities, and would be likely to have a significant effect on price if made public. Issuers must announce inside information as soon as possible unless a permitted delay is justified and confidentiality can be maintained. If disclosure is delayed, the issuer must later inform the Central Bank and explain the delay.

How are private placements handled in Ireland

Private placements typically rely on exemptions from the prospectus requirement, such as offers to qualified investors or to a small number of offerees. They are documented with subscription agreements and investor representations, and they must comply with anti-money laundering checks and any constitutional pre-emption rights. Marketing must be limited to the exempted categories.

What taxes apply to share transactions

Transfers of shares in Irish incorporated companies are generally subject to stamp duty at 1 percent of the consideration, with some exemptions and reliefs. Capital gains tax and dividend withholding tax may apply depending on the transaction and the investor’s profile. Always take tax advice in parallel with securities law advice.

How do the rules apply to crowdfunding and token offerings

Crowdfunding platforms and project owners may fall under the EU Crowdfunding Regulation if they provide services in the EU. Security tokens that represent transferable rights and are tradable are likely to be financial instruments, so MiFID II, the Market Abuse Regulation, and prospectus rules may apply. Other crypto activities may be subject to the EU MiCA regime and Irish anti-money laundering registration with the Central Bank.

Who enforces the rules and what are the penalties

The Central Bank of Ireland enforces most securities rules and can impose significant administrative sanctions, including fines and directions to issuers and regulated firms. The Irish Takeover Panel enforces takeover rules. The Corporate Enforcement Authority oversees company law compliance. Criminal offences can be prosecuted where applicable, including for serious market abuse.

Additional Resources

Central Bank of Ireland. The national competent authority for prospectuses, market abuse, MiFID firms, crowdfunding providers, short selling notifications, and anti-money laundering registration of virtual asset service providers.

Euronext Dublin. Ireland’s securities exchange with listing and admission rules for regulated market and Euronext Growth Dublin, plus a corporate governance annex for Irish issuers.

Companies Registration Office. Public registry for company incorporation, constitutions, filings, and beneficial ownership registers.

Corporate Enforcement Authority. Independent authority responsible for promoting and supervising compliance with Irish company law.

Irish Takeover Panel. Supervises takeover offers, certain mergers, and share buy-backs in respect of Irish public companies.

Revenue Commissioners. Guidance and administration for stamp duty on share transfers and other tax matters relevant to securities transactions.

Data Protection Commission. Guidance on processing shareholder data, insider lists, and investor communications in compliance with GDPR.

Local Enterprise Office Cork City and Cork County. Support for startups and SMEs on funding options, investor readiness, and referrals to professional advisors.

Enterprise Ireland. Support for high potential startups and scaling companies seeking investment, including information on funding instruments and investor networks.

Next Steps

Clarify your objective. Determine whether you plan a private raise, a public offer, an admission to trading, an employee scheme, or a secondary transaction. The route you choose drives the regulatory steps and timelines.

Map the regulatory touchpoints. Identify if a prospectus is needed, whether an exemption applies, if MiFID authorisation or a tied agent arrangement is required, and whether market abuse and transparency rules will apply post issuance.

Assemble your team. Engage an Irish securities lawyer, a corporate finance adviser or broker, and an auditor. For listings, you will also need a sponsor or Euronext Growth adviser and a registrar. For technology enabled offerings, add IT, cybersecurity, and data protection specialists.

Prepare core documents. Draft the term sheet, subscription or placing agreement, constitutional changes, board and shareholder resolutions, and disclosure materials. For listings, prepare a prospectus or admission document, verification notes, and working group lists. Put in place insider lists and disclosure procedures early.

Set a compliance calendar. Schedule announcement windows, closed periods, PDMR dealing notifications, financial reporting dates, and major shareholding updates. Build in time for Central Bank review where required.

Address tax and AML. Obtain tax advice on stamp duty, withholding taxes, and investor tax statements. Complete customer due diligence and source of funds checks for all investors before completion.

Document governance. Update policies for market abuse compliance, disclosure controls, investor relations, and communications. Train directors and relevant staff on inside information, dealing codes, and whistleblowing channels.

Engage early with advisers in County Cork. Local solicitors and financial advisers with securities experience can coordinate with Dublin based market participants while providing accessible support in Passage West and greater Cork.

If you are unsure where to start, prepare a short briefing note describing your business, funding need, investor target audience, and any timetable pressures, then share it with a securities lawyer for an initial scoping call and a phased plan and fee estimate.

This guide is for general information. Always seek advice tailored to your specific facts before taking action.