When setting up a business in the Republic of Ireland, one of the first responsibilities is to incorporate a company with the Companies Registration Office. The business activities of the company and your existing corporate structure, if any, will determine what type of company you should set up i.e. a Private Company Limited by Shares, a Designated Activity Company or a Company Limited By Guarantee for example.

We can assist you with the incorporation process by advising you on the type of company which would best suit your needs. We can also prepare all the relevant incorporation documentation and liaise with the Companies Registration Office in order to complete the incorporation process.

We can also assist with the incorporation of a company in other jurisdictions outside the Republic of Ireland should you require same.

Every Irish registered company must have a registered office in the State. We can provide a registered office in Dublin for your company, to include the onward forwarding of post in a manner specified by you.

We can also provide a registered office in the UK and other overseas jurisdictions, depending on where your company is incorporated.

We can assist you with the completion of the statutory documentation to reflect a change in your registered office address.

Every Irish company must have a company secretary. For a sole director company, the company secretary must be another individual, or a corporate body.

You can engage us to act as the named company secretary of your company as we have the necessary expertise to do so. We can attend meetings of the Board of Directors and prepare the minutes of such meetings, together with providing advice on all matters of company law and corporate governance.

We can assist you by providing advice on all matters of company law and corporate governance where required.

Throughout the lifetime of a company, there may be many changes to the personnel of the company. These appointments and resignations must be minuted and notified to the Registrar of Companies in a timely manner and complete records must also be kept with regard to updating the company’s Statutory Register.

We can assist you in the preparation of the Board Minutes and the filing of the statutory documentation with the CRO. We can also maintain the Company Register on your behalf.

A company or an individual can apply to register a business name under which the company is proposing to operate. A company may wish to do this if it is intending to operate under a different name to that on its Certificate of Incorporation.

We can assist you in completing the necessary paperwork to register your business name.

Article 30 of the EU’s 4th Anti-Money Laundering Directive (“4AMLD”) requires all EU Member States to put into national law provisions requiring corporate and legal entities to obtain and hold information on their beneficial owner(s) in a central register. The Criminal Justice (Money Laundering and Terrorist Financing) Act, 2010 as amended by the Criminal Justice (Money Laundering and Terrorist Financing) (Amendment) Act, 2018 transposes the majority of the Directive (“4AMLD”) into Irish Law.

We can assist with the filing of this information on the Central Register of Beneficial Ownership and update the information thereafter, as required.

All companies registered in Ireland must file an annual return and accounts with the Companies Registration Office. A company’s first annual return must be filed on the six month anniversary of the incorporation of the company. Thereafter, an annual return and the relevant accounts must be filed on the anniversary of the annual return date.

The annual return sets out information on the director(s), company secretary and shareholding(s) of the company as at the date of the return.

We can assist with the filing of this annual return and liaise with your accountant to ensure timely filings with the Companies Registration Office. We can also arrange for the preparation of the Annual General Meeting (“AGM”) documentation to approve and receive the accounts and to conduct any other business pertinent to an AGM.

The Statutory Register of the company can be maintained in electronic or hard copy form at the registered office of the company or another nominated address in Ireland and must be kept up to date with any changes made in the company. These include changes to the directors, secretary, registered office, shareholdings and beneficial ownership of the company.

We can assist with the set up and maintenance of the Company Register on behalf of your company.

During the lifetime of a company, the name of the company may be changed with the approval of the members. Similarly the members must consent to the adoption of a new constitution with the proposed new company name. The Registrar of Companies will issue a change of name certificate, provided the name is available and a similar name is not already registered.

We can assist you in completing the necessary documentation to change the name of your company.

During the lifetime of a company, it may be necessary to revise and/or update the constitution of the company. There are many reasons why the constitution may need to be revised. These include, but are not limited to, a change in the share capital of the company, a redemption of shares, the issuing of a new class or classes of shares or the putting in place of a golden share. We have extensive experience in drafting new constitutions on behalf of our clients.

We can assist in the preparation of the necessary documentation and organise the required filings with the Companies Registration Office. 

A company may change its share capital and its shareholders in a number of ways including the creation of a new share class, the allotment of new shares or by way of a transfer of shares.

Section 69 of the Companies Act 2014 confers the authority on the directors to allot shares and any allotment of shares must be approved by the directors. The Companies Registration Office must be notified of such allotment and the Register of Members and Register of Beneficial Ownership updated accordingly.

Similarly, a transfer of shares must be approved by the directors, transfer documentation completed and payment of stamp duty to the Revenue Commissioners, if required.

We can assist you with any changes in the share capital of your company and we would be happy to discuss your requirements with you.

The holder of a golden share has the right to control the composition of the board of directors of the company. This type of share is often a simple way to create a group structure in order to facilitate intercompany lending. It is important to note that a golden share does not place the company into a tax group.

We can assist you in  the preparation of the necessary documentation to create a golden share in your company, to include, updating the constitution and preparing the filings for the Companies Registration Office.

A company may acquire its own shares from an existing shareholder by purchase, or in the case of redeemable shares, by redemption or purchase, subject to the company possessing sufficient distributable reserves, which comprise profits available for distribution or the proceeds of a fresh issue of shares made for the purpose of the acquisition. The redemption of shares must be authorised by the constitution of the company.

A buyback of shares involves the execution of a contract with the shareholder and such contract must be available for inspection by the members.

We can assist in the preparation of the necessary documentation and filings at the Companies Registration Office.

A company can re-register from one type of company to another under the provisions of Part 20 of the Companies Act 2014.

There are specific requirements depending on which company type you wish to re-register to, and we would be happy to discuss your requirements and advise of which company type would best suit your needs.

We can assist with the preparation of the necessary documentation for the re-registration application and ensure the submission is made to the Companies Registration Office in a timely manner.

Where a company has ceased to trade or has never traded at all, it can apply to the Registrar of Companies to be voluntarily struck off the Register of Companies. There is a specific procedure for striking a company from the Register, including liaising with the Revenue Commissioners, arranging for a newspaper advertisement and filing the relevant documentation with the Companies Registration Office. 

Alternatively, the company can be liquidated and we can put you in contact with a liquidator.

We can assist in the preparation of the application to the Companies Registration Office to strike off the company.