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Annual Return Date (ARD)
We are happy to attend to the preparation of Annual Returns together with the drafting of the accompanying AGM minutes. It is essential that companies have their Annual Returns brought up to date and that they are maintained on an ongoing basis. Failure to do so can result in the company being struck off or being subject to a fine of up to €1,900 per outstanding return. The Registrar of Companies has also begun to apply these fines against the Directors personally.
Name Changes
Companies may wish to change their name for a variety of reasons, for example a change in the principal activities of the company, where a ready-made company has been obtained, or prior to the company going into liquidation. PBS Group can advise on the availability of a proposed company name. Once the name has been checked, we can then prepare the various minutes, resolutions and Companies Registration Office forms for signature by the directors and shareholders of the company. Change of names currently take between 4-6 weeks to be registered.
Share Allotments
Where a company wishes to increase its issued share capital, we can prepare the Directors Minutes, the Share Certificates, forms for submission to the Revenue Commissioners/ Companies Registration Office and we can attend to the updating of the Register of Allotments and the Register of Members. Where the company is issuing the shares for a non-cash consideration, as in a capitalising of Revenue Reserves or Bonus Issue, we can prepare all necessary documentation.
Strike Offs
If the company has ceased trading (or has never traded and is not going to do so), it should be taken off the Register of Companies. A company, whether trading or not, has to file a return annually with the Registrar of Companies with a set of accounts. If the company is not trading, fees in the preparation of the accounts and filing fees will still have to be incurred. Directors of a company that do not file the required returns in the Companies Registration Office on time, leave themselves open to a potential fine by the CRO of € 1,905, plus late filing fees which are enforced and are costly and unnessecary.
The winding-up process includes the following:
- Preparation of a statement to the effect that the company has ceased trading or has never traded, and that it will not re-commence or commence trading, as applicable, in the period prior to its being struck off the register
- A statement to the effect that the company has no assets or currently outstanding liabilities
- Filing of all outstanding annual returns and payment of relevant fees and penalties
- A letter of no objection from the Revenue Commissioners
- An advertisement published in one daily newspaper circulating in the locality of the registered office of the company.
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Every limited company in Ireland has an annual fixed date by which accounts must be filed with the Companies Registration Office (CRO). If this date is missed, the penalties are clearly laid out in legislation and generally can not be challenged. The CRO have helpfully sumarised these penalties here. If you need any assistance or clarification, please do not wait any longer to contact us. In our experience, every day makes a difference. |
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This type of company is used in circumstances where it intends to seek a listing on the Stock Exchange or where a major Business Expansion Scheme is being formulated; Unlike Private Limited Companies, there is no upper restriction on the number of shareholders, however a minimum or seven are required.
Public Companies are required to issue a prospectus in line with the Companies Act 1963-2007 and to have a minimum issued capital of €38,092.14, of which €9,523.03 (25%) must be paid up. This is paid up when a trading certificate is applied for. |
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A private unlimited company is generally only used in circumstances where there is no great fear of loss of limited liability or where the liability of the shareholders can be limited at a secondary stage, such as having limited companies as the shareholders of an unlimited company.
Unlimited companies may, in certain circumstances, be exempt from the necessity to file accounts with the Registrar of Companies. |
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Guarantee Companies are usually used in circumstances whereby it has been decided to give corporate protection to entities such as charities, trade associations or sports clubs. They can also be used for property management purposes in the servicing and maintenance of residential associations.
Charitable Status can be applied to the Revenue Commissioners on projects which are set up for charitable, scholastic or religious purposes. It should also be noted that Guarantee Companies require seven members under statutory legislation to file Audited Accounts every year with the Companies Registration Office. |
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This is the most frequently incorporated entity for private, commercial businesses and ventures. This is a company limited by shares, a company having the liability of its members limited by the Memorandum to the amount, if any, unpaid on the shares respectively held by them.
A small/medium-sized company need only file abridged audited accounts, showing a limited amount of information, at the Companies Registration Office (CRO). They can also avail of the Audit Exemption if their turnover is less than €7,400,000. It is important to note than an Annual Return must be filed every year with the CRO regardless of whether the company has traded or not.
A private limited company normally consists of 1-4 shareholders but can have more, up to a maximum of ninety-nine. When a private limited company has only a single shareholder, this is known as a Single Member Company. This single or sole member may, if he or she so decides, dispense with the holding of general meetings, including Annual General Meetings. A private limited company must have two directors and a company secretary. One director may act as the company secretary. |
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Company Formations
