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Rules for Newly Incorporated Limited Companies per the Companies Office

              A guide to Irish Compliancy Requirements for Limited Companies

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Annual Return – can be prepared by your accountant

The most important 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 signed original copy of the abridged accounts. If a company doesn’t not trade for the year in questions the return MUST be made to the companies office on the date set out by the CRO or the company will receive fines and penalties and will forgo its Audit Exempt status for two years.

 

Annual General Meeting – can be prepared by your accountant

Each company must 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.

 

Statutory Registers and Minute Books – can be maintained by your accountant

Every company is obliged to maintain a combined company register which must be held at the registered office of the company.

  • 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 (i.e. AGM & EGM) and a Register of Minutes of Directors Meetings which are a record of what happened at each meeting.

 

Share Certificates

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. The share certificate should be held at the registered office along with the combined company register for inspection by the Registrar at any time.

 

Headed Paper /Web Site and Company Emails

Each Limited Company must have headed paper 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 same requirements also apply to the company website and emails.

Nameplate

Each company must have a name plate affixed outside the registered office which sets out the name of the company in clear lettering.

Company Seal

Each company must have a company seal (this can be obtained from your accountant) which must be and is engrossed on documents which are executed on behalf of the company.

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