Company Start Up There is often a lot of uncertainty  about the steps to be taken once your company has been incorporated in the Companies Registration Office (‘CRO’).

In Ireland to be compliant with the Companies Acts 1963-2009, the following matters must be addressed once a company has been incorporated:

1. The company must have its own Headed Notepaper which sets out the company’s full name, registration number, address of its registered office, names of all directors and nationality if the directors are not Irish.  These requirements are also apply to the company’s website and emails.

2. Your company must have a Nameplate affixed outside the registered office which sets out the name of the company in clear lettering.

3. Your company must have its own unique Embossed Seal which must be obtained from the CRO and is engrossed on documents which are executed on behalf of the company.

4. The company needs to hold an Annual General Meeting (‘AGM’) once a year.  A notice of the date and time on which the AGM will take place needs to be sent to each member of the company. The notice must give each member 21 clear days’ notice of the AGM.  The purpose of the AGM is to disclose to the members certain financial statements such as the balance sheet, profit and loss account, auditors’ report and directors’ report.

5. Every company is obliged to maintain certain Statutory Registers and Minute Books, which must be held at the registered office of the company. These are:

  • Register of Members – which contains full details of each member of the company their address …;
  • Register of Directors and Secretaries – which include details of each director and the company secretary.  Any change to the register of directors and secretaries or their details must be notified to the CRO (Form B10) within 14 days of its occurrence.
  • Register of Interests – this sets out particulars of each director, company secretary and connected person’s interest in shares and debentures in the company (connected person is a spouse, sibling, or child of a director).
  • Register of Charges – each instrument creating a charge over the company assets must be recorded and must also be filed with the CRO within 21 days of the charge being created (Form C1).
  • Register of Minutes of Company Meetings (ie AGM & EGM) and a Register of Minutes of Directors Meetings which are a record of what happened at each meeting.

6. Your company must issue each member with a Share Certificate within two months of the allotment of the shares to that member. The share certificate sets out how many shares the member holds in the company.

7. The most important& onerous requirement on a company is that it must file an Annual Return with the CRO within 28 days of the company’s Annual Return Date (Form B1).  The Annual Return must be signed and completed by a director and the secretary of the company and must be accompanied by a certified copy of the profit and loss account, balance sheet, auditors’ report and directors’ report of the company.

There are serious consequences for companies who do not adhere to the above requirements and non-compliance can result in fines and penalties for late filing or may even result in the company being struck off the register of companies.

Breda Sheahan is a trainee solicitor in the Commercial Department with FitzGerald Solicitors in Cork.

Fitzgerald Solicitors is one of Munster’s leading Commercial Law firms located in Lapps Quay, Cork

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