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E-Quick Package |
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 £ 175.00 | No Renewal fees | | |
 This is our most popular package with Republic of Ireland residents, and includes:
 The filing and registration of your company in Dublin
The submission of forms detailing you company's executive officers
The registration of your £1,000 authorised share capital (a minimum of one share must be issued)
The formation of your company within 5 to 7 working days
Payment of legal and initiation fees
The lodgement of your bond (if neither of the directors are resident of the Republic of Ireland)
The appointment of your own candidates to the director and secretary roles (a minimum of two directors and a secretary are required who must be individuals)
The following documents will be sent to you via Royal Mail:
The original laminated Certificate of Incorporation
A bound copy of the Memorandum and Articles of Association
The minutes of the first director's meeting
Share certificates and completed member's register
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Economy Package |
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| £ 325.00 | Renewal fees from £150.00 | | |
This is our most popular package with UK and EU residents, and includes:
The filing and registration of your company in Dublin
The submission of forms detailing you company's executive officers
The registration of your £1,000 authorised share capital (a minimum of one share must be issued)
The formation of your company within 5 to 7 working days
Payment of legal and initiation fees
The lodgement of your bond (if neither of the directors are resident of the Republic of Ireland)
The appointment of your own candidates to the director and secretary roles (a minimum of two directors and a secretary are required who must be individuals)
A registered office address in Dublin for one year, provided by Coddan
An application form for the following year's renewal of the registered office address service (the yearly renewal fee for a registered office address is £150.00)
Annual Return and Annual Account reminder
The following documents will be sent to you via Royal Mail:
The original laminated Certificate of Incorporation
A bound copy of the Memorandum and Articles of Association
The minutes of the first director's meeting
Share certificates and completed member's register
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Premier Package |
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| £ 425.00 | Renewal fees from £250.00 | | |
This is our most popular package with small businesses, and includes:
The filing and registration of your company in Dublin
The submission of forms detailing you company's executive officers
The registration of your £1,000 authorised share capital (a minimum of one share must be issued)
The formation of your company within 5 to 7 working days
Payment of legal and initiation fees
The lodgement of your bond (if neither of the directors are resident of the Republic of Ireland)
The appointment of your own candidates to the director roles (a minimum of two directors and are required who must be individuals)
A registered office address in Dublin for one year, provided by Coddan
An application form for the following year's renewal of the registered office address service (the yearly renewal fee for a registered office address is £150.00)
A nominee secretary for twelve months (the yearly renewal fee for a nominee secretary is £100.00)
Annual Return and Annual Account reminder
The following documents will be sent to you via Royal Mail:
The original laminated Certificate of Incorporation
A bound copy of the Memorandum and Articles of Association
The minutes of the first director's meeting
Share certificates and completed member's register
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Deluxe Package |
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| £ 1,025.00 | Renewal fees from £850.00 | | |
This is our most popular package with overseas residents, and includes:
The filing and registration of your company in Dublin
The submission of forms detailing you company's executive officers
The registration of your £1,000 authorised share capital (a minimum of one share must be issued)
The formation of your company within 5 to 7 working days
Payment of legal and initiation fees
The appointment of your own candidate as one of the directors (a minimum of two directors are required who must be individuals)
A registered office address in Dublin for one year, provided by Coddan
An application form for the following year's renewal of the registered office address service (the yearly renewal fee for a registered office address is £150.00)
A nominee secretary for twelve months (the yearly renewal fee for a nominee secretary is £100.00)
A resident nominee director for twelve months (the yearly renewal fee for a nominee director is £600.00)
Annual Return and Annual Account reminder
The following documents will be sent to you via Royal Mail:
The original laminated Certificate of Incorporation
A bound copy of the Memorandum and Articles of Association
The minutes of the first director's meeting
Share certificates and completed member's register
A pre-signed, undated letter of resignation from the nominee director
A general power of attorney signed by the nominee director
An indemnity letter for the power of attorney
A nominee service agreement which provides for the indemnification of the nominees
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Company Formation Home Page >> UK Company With Bearer Shares >> Incorporate in the Republic of IrelandREPUBLIC OF IRELAND COMPANY REGISTRATION SERVICE. REGISTERING COMPANY IN THE REPUBLIC OF IRELAND Welcome to Coddan online Irish company registration agent website. Coddan - online company incorporation agent offering Irish, Scottish, English and offshore companies formation. In this site, you will be able find a number of information sheets, downloadable documents, and tips to help you start and run a successful business. For just £280.00 we provide you with a complete Republic of Ireland business start-up package, ready to begin trading usually in under 5 working days. Our prices include all Companies House fees and required documentation. With years of professional experience we have built an excellent reputation for limited company formations. The establishment of a private company in the Republic of Ireland is easy and straightforward. No permission is required to establish a business presence, although there is some regulation of the use of business and trading names. All companies registering in Ireland are required to do so with Companies House and have to submit accounts as well as annual returns. Overseas companies establishing a branch or place of business in Dublin must register and file annual accounts. Companies operating in the financial, defence, oil exploration and other regulated areas may require licences or authorisation to conduct business.
Do you want to incorporate a new Limited Company using YOUR OWN Directors, Secretary, Shareholder and Registered Office? We offer help and advice with starting a business, business development, financial planning, raising finance, corporate recovery, payroll, Irish company formations and secretarial services. Coddan deal with new or existing business ventures in the Republic of Ireland and elsewhere, property deals and private client matters as follows: advice on business structures, their acquisition and disposal, formation of company, partnership, trust or hybrid business structures, offshore director and shareholders services, offshore bank accounts, agreement and statement drafting, advice and representation in personal and business visa and immigration issues, etc.
 You May Use This Link to Register a New Company in Republic of Ireland » E-Quick Package  - £280.00 (incorporation, government taxes and government fees are included) |
Coddan specialising in incorporation of Private Companies, Companies Limited by Guarantee, Charities, Public Companies, Partnerships, American Corporations (INC) and Limited Liability Companies (LLC) formations. We may offer you non-resident and offshore IBC registration and secretarial service. If required, we can provide a registered office facility (we are offering registered office addresses in London, registered office in Edinburgh and Glasgow, and in Liverpool, resident agent service in 50 States of America), virtual and serviced offices in London, Windsor, Slough, Glasgow, Aberdeen and in Dublin.
If you are selling goods or services, you need to consider forming a company or limited liability partnership for your business activities. What is a limited company? What paper work is required to register an LTD? Do I need an attorney to incorporate a company? Simply call us by phone, by fax or via the Internet and incorporate your business online! We provide a full range of products and services to make your business incorporation process as simple as possible. We also provide services for your needs after companies' incorporation, including our registered address service and of annual return filings.
How to Become an Irish LTD Company » Click Here for More Details |
The guides in this section will help you take your first steps. They deal with the fundamental things that will crop up for nearly everyone - from before you launch your business to when you have set up and are starting to trade. From registering the business name to checking on zoning, from acquiring a state sales tax license to checking with utility providers, the checklist will help guide you as you enter the world of the entrepreneur. If you are considering starting up your own business, becoming self-employed, or even re-locating your business to Ireland, there are many issues you will need to consider. For example, you will require fundamental information regarding forming a company, registering your company, locating and naming your business, employing staff and the taxation, legal and regulatory information that governs every business in Ireland. Find out how to form a company and register your company for tax purposes. Did you know that the type of company you decide to start up will determine your dealing with the Companies Registration Office? In addition, the type of company you start up will also determine the nature of any memoranda and articles that will need to be drawn up. You will also find useful information regarding the name you choose for your company.
 Section 43 (Non Irish Resident Directors) Bond - required in all cases where a company ceases to have in place an Irish local resident director. The bond once issued remains in force for a period of two years and is renewable thereafter. Bond applications are subject to application, status and underwriting approval. We arrange for the provision of the required Bond in place of these requirements as part of our non-resident directors company formation package. If starting your own business has always been your dream, then Coddan can help you make that dream a reality. Company establishment or company formations has never been easier. In addition to limited company creation we offer trademark registration, shareholder agreements, 0870 numbers, telephone answering, virtual office, Apostille, Certificates of Good Standing and company searches for limited companies. Upon SPECIAL request, we may provide registered address services across the Republic of Ireland (in any city or town: in Dublin, Cavan, Donegal, Galway, Leitrim, Longford, Louth, Mayo, Monaghan, Offaly, Roscommon, Sligo, Westmeath, Carlow, Kildare, Kilkenny, Laois, Meath, Tipperary, Waterford, Wexford Wicklow, Clare, Cork, Kerry, Limerick) and we may provide you a telephone number with call forwarding from any city and town.
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| 1. Company subscribers may be residents outside the Republic or Ireland.
2. A minimum of TWO company directors are required. Corporate directors are not allowed.
3. Ireland's Corporate Tax Rate of 12.5% is one of the lowest in the world!
4. A Director can be of any nationality. One of the company Directors must be "resident" in Ireland. In the absence of a resident director a bond in lieu in the sum of £1,320 must be lodged.
5. There is no maximum and no minimum share capital.
6. Duration of the company: An unlimited duration is normally established.
7. The shareholders meeting must be held at least once a year to approve the company financial year accounts.
8. Registered Office Location: It must be in the Republic of Ireland.
9. There are not a minimum number of shareholders required to incorporate a limited company.
10. Every limited company must have a Company Secretary. One of the Directors may act as the Company Secretary or another person who is not a Director may be appointed as Secretary.
 +44 (0) 207.060.0382
+44 (0) 800.081.1510
 info@usaformation.com |
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We send your package to you by first class recorded delivery, as part of the service. We also offer Nominee Secretary and Registered Office facilities in addition to company registrations. We will register a new company in the Republic of Ireland with your intended directors, company secretary, registered office and shareholders all in place and recorded at Companies Registrar at the time of registration. We complete all the minutes, statutory registers and official documents on your behalf, and ensure that all necessary forms and resolutions are correctly filed with the Registrar of Companies. If you want to become familiar with the description and the contents of Irish companies formation packages, offered by Coddan and to find above, what kind of service is included in this or that limited companies formation package, to get an idea about the price of annual fees, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen. Credit cards are the preferred method of payment; we accept VISA, MasterCard and Delta. We can accept payment in UK Pounds Sterling, US Dollars, Euros, Australian Dollars and Canadian Dollars.
You May Use This Form to Register a New Limited Company » Click Here if You Want to Incorporate an Irish Company Online |
As ancillary services to the formation of UK companies, we can offer you the following services:
Nominee Directors (Private Individuals) - £450.00
Nominee Company Secretaries (Private Individuals) - £450.00
Nominee Shareholders (Private Individuals) - £450.00
Registered Office in Dublin - £150.00
Maintenance of Statutory Registers and Filing of Annual Returns
Preparation of Special Resolutions from £50.00
Bank Introductions from - £250.00
Day-to-day Administration
Telephone Answering
Post Office Box
Computerised Book-keeping and Production of Periodic Financial Statements
Assistance with International Audit Requirements
Completion and Filing of Annual Returns from - £90.00
General Power of Attorney
Notarial and Apostille Services from £70.00
International Re-invoicing Services
Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors. Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable.
We accept phone orders during normal business hours. Credit cards are the preferred method of payment; we accept VISA, MasterCard and Delta. We can accept payment in UK Pounds Sterling, US Dollars, Euros, Australian Dollars and Canadian Dollars. If you call and receive voicemail, just leave your name and number, as clearly and as possible, and we will call you back as soon as possible.
Monday - Friday: 9:30am to 17:30pm
Saturday: (offices are closed)
Sunday: (offices are closed)
Holidays: (offices are closed on all recognized UK holidays)
Money and Payment Policy: Coddan accepts all major currencies. We accept Visa, Visa Electron, Visa Purchasing, JCB, MasterCard, Solo, Switch and Delta. We do NOT charge "surcharges" for credit card transactions. If you do not feel comfortable transmitting your credit card number and other information on the Internet, we suggest you place an order online, choose "Credit Card via Phone" as the payment method, and then phone in to give us your credit card number over the phone. We'll charge your credit card manually. Pre-payment with cashier's check or money order is accepted. We accept wire-transfer from anywhere. After you place your order, details about the wire-transfer process will be e-mailed to you on the second e-mail notification. If you missed that e-mail, please call our toll-free number that's given on the order confirmation. We now offer 2% discount for orders paid with wire-transfers (for UK Banks only).
You May Use This Link to Select a Shelf Company » Let Me Check Your List of the Shelf Companies |
If you are incorporating a company limited by guarantee, wish to register company limited by shares or need to form or apply to set-up a public company, or if you wish to buy a ready-made (shelf) company - Coddan can help. Once you have decided on which business entity to incorporate, simply take a few moments to fill out our online order form. We will then draft and file your formation documents with the Companies House to register your business as a Private Limited Company, Non-Profit (or Guarantee Company), Flat Management Company, Public Limited Company, Branch or Subsidiary Company. If you have any questions about the companies or partnerships incorporation then please E-Mail or call us: Call FREE 0800 081 1510, Overseas Residents: +44 845 020 4269 or +44 20 7748 3039, Fax: +44 20 7681 3318.
 INCORPORATION OF A PRIVATE COMPANY LIMITED BY SHARESNecessary Documentation. The following documents are required: Memorandum and Articles of Association and Companies Office Registration Form A1.
Memorandum and Articles of Association. The Form of Memorandum is set out in Table B of the Companies Act, 1963 and it must be divided into paragraphs and numbered consecutively. The Memorandum and Articles must be printed in accordance with the directions. It must be divided into paragraphs and numbered consecutively. Photocopies are not acceptable.
The Memorandum must be completed as follows: The name of the company must be stated with limited or teoranta as the last word of the name. The objects of the company must be stated. It must state that the liability of the members is limited. It must also indicate the amount of share capital with which the company proposes to be registered and the division thereof into shares of a fixed amount. A subscriber to the Memorandum may not take less than one share. All subscribers must sign the Memorandum; their addresses and descriptions (occupations) must be stated and their signatures must be witnessed and dated. Each subscriber must write opposite his name the number of shares which he will take. All the subscribers must sign the Articles, their addresses and descriptions (occupations) must be stated and their signatures must be witnessed and dated.
Regulations for the management of a Private Company Limited by Shares are set out in Table A, Part II, of the Companies Act, 1963. A company that wishes to adopt these Regulations as its Articles, may do so by submitting a document headed in the usual manner and stating that the company wishes to adopt as its Articles, Part II of Table A. These regulations also apply to a Company Limited by Shares registering Articles of its own in so far as its Articles do not exclude or modify the Regulations contained in Table A.
Form A1 must be completed as follows: The Declaration of compliance must be completed by either (a) a solicitor engaged in the formation of the company or (b) a person named as director or secretary of the company. The Companies Capital Duty Statement must be completed and signed. Particulars of directors and secretary must be given. All first names must be set out in full. The home addresses of directors/secretary are required. There are no restrictions on the commencement of business by a private company.
Registering a company with limited liability without including the word "limited" or "teoranta" in the company's name. The word "limited" or "teoranta" may be dropped from the company's name where the objects of the company will be the promotion of commerce, art, science, education, religion or charity. In addition, the company's memorandum or articles of association must state that: (a) the profits of the company (if any) or other income are required to be applied to the promotion of the objects; (b) payment of dividends to its members is prohibited; (c) all assets which would otherwise be available to its members are required to be transferred on its winding up to another company whose objects are the promotion of commerce, art, science, religion or charity.
Incorporation of a Public Limited Company. Necessary Documentation. The following documents are required for incorporation: Memorandum and Articles of Association and Companies Registration Office Form A1. Memorandum and Articles of Association. The regulations for management of a Public Limited Company are set out in Table A Part 1 of the Companies Act, 1963. The Memorandum and Articles must be typed or printed and must be signed by all subscribers. They must be divided into paragraphs and numbered consecutively. Photocopies are not acceptable. Particulars required in Memorandum: The name of the company with public limited company or cuideachta phoiblí theoranta as the last words of the name.
The initials plc after a UK or Irish company name indicate that it is a public limited company, a type of limited company whose shares may be offered for sale to the public. The designation plc or PLC (either form is acceptable) was introduced in the UK by the Companies Act 1980, and in the Republic of Ireland by the Companies (Amendment) Act 1983. In the Republic of Ireland, the initials "cpt" (for the Irish cuideachta phoibli theoranta) may be used instead, but this is rarely the case. Welsh companies may use the letters "ccc" (for "cwmni cyfyngedig cyhoeddus") in similar fashion. Certain public limited companies incorporated under special legislation are exempt from carrying the letters plc, ccc, or cpt.
When a new company is incorporated in either England and Wales or Scotland , it must be registered with Companies House, which is an Executive Agency of the Department of Trade and Industry. In the Republic of Ireland, the equivalent body is the Companies Registration Office, Ireland. Northern Ireland has a Registrar of Companies as well. Internationally plc status is roughly equivalent to A.G., S.A. and Corporation.While it is not compulsory for a PLC to "float" its shares (some PLCs retain ownership of all their shares, maintaining the PLC designation for the extra financial status) many do, and their shares are usually traded on either the London Stock Exchange or the Alternative Investments Market (AIM). Irish public limited companies usually trade on the Irish Stock Exchange, though many also list on the LSE, or more rarely, the AIM. Public limited companies are able to obtain more capital than other firms due to the share sales, and banks are more likely to give out loans to them as they have better credit. It must state that the company is to be a Public Limited Company. The objects of the company must be stated. It must state that the liability of the members is limited. The amount of share capital (minimum is €38,092) with which the company proposes to be registered and the division thereof into shares of a fixed amount. Public limited companies have the same essential characteristics as private limited companies, i.e. the liability of members is limited to the amount of nominal capital subscribed, but the key differences are:
Shares in a public limited company are freely transferable;
There is no restriction on the number of members but the minimum number is seven;
The company must have at least 2 directors and a company secretary, at the same time the secretary may be one of the company directors; a body corporate may act as secretary to another company, but not to itself;
Any Irish public limited company incorporated after 18th April 2000 must have at least one Irish resident director or hold a bond to the value of EUR 25,000;
The general meeting of the shareholders must be convened at least once a year;
A report, including an auditor's report, must be submitted to the Registrar of Companies within 60 days of the date of the general meting;
Shares may be issued to the public and may be listed on a stock exchange;
Additional reporting and capital requirements apply to such companies.
The word "public" refers not to the listing of the company's shares on a stock exchange, but rather to the facility to issue shares under a general public offering. Any limited company that does not qualify as a private company is deemed to be a public limited company. As with private limited companies, the Memorandum and Articles of Association set out the objects and rules of the company. There is no upper limit on the level of the issued share capital, but a minimum of €38,092.14 of share capital must be issued, of which 25%must be paid up before the company commences trading. The name of a public limited company must include the letters "plc". The registered office address must be maintained in the Republic of Ireland. It should be noted that it is unlawful to issue any form of prospectus except in compliance with the Companies Acts 1963-2005. In all other respects, public limited companies are similar in nature and form to private limited companies. Documents are processed by CRO in chronological order and are subject to checks. Documents returned for correction are processed according to their date of re-submission to the CRO. In practice, public limited companies are seldom used by inward investors since the facility to issue shares to the public is generally not of interest to such investors, while the minimum requirements in relation to the number of members and issued share capital can prove unnecessarily burdensome.
Further Information. A subscriber to the Memorandum may not take less than one share. The subscribers must sign the Memorandum. Their addresses and descriptions (occupations) must be stated and their signatures must be witnessed and dated. Each subscriber must write opposite to his name the number of shares which he will take. The subscribers must sign the Articles, their addresses and descriptions (occupations) must be stated and their signatures must be witnessed and dated.
Requirement to have a Trading Certificate before Commencement of Trading. Commencement of Trading. A Public Limited Company must not commence any business or exercise any borrowing powers until a certificate entitling it to commence business has been issued by the CRO. Before such a certificate can be issued the company must file Form 70in accordance with Section 6 of the Companies (Amendment) Act, 1983, which confirms that the nominal value of the company's share capital is not less than €38,092 of the company's shares allotted.
Prospectus. The word "Prospectus" is defined in Section 2, Companies Act, 1963 as "any prospectus, notice, circular, advertisement or other invitation, offering to the public for subscription or purchase any shares or debentures of a company". It is unlawful to issue any form of invitation to the public to purchase shares in a company unless it is issued with a prospectus in compliance with the Companies Acts, 1963 - 1999. An offer made to existing holders of shares or debentures is regarded as coming within the scope of this definition if it gives the rights to renounce in favour of other persons, and it is accordingly required to be filed.
Incorporation of a Company Limited by Guarantee. Necessary Documentation. The following documents are required for the incorporation of a company limited by guarantee: Memorandum and Articles of Association and Companies Registration Office Form A1. Memorandum and Articles. A Company Limited by Guarantee and not having a share capital is a public company. The form of Memorandum and Articles of Association is set out in Table C of the Companies Act, 1963. All members incorporating the company must sign the Memorandum and Articles. This type of company must have at least 7 members. A Company Limited by Guarantee and having a share capital is a private company. The form of Memorandum and Articles of Association is set out in Table D of the Companies Act, 1963. Each member must sign the Memorandum and Articles. Its number of members cannot exceed fifty. The Memorandum and Articles must be printed and must be divided into paragraphs and numbered consecutively. Photocopies are not acceptable. A public or private guarantee company must state in its Articles the number of members with which it proposes to be registered. The Memorandum must contain the following: The name of the company with limited or teoranta as the last word of the name. The objects of the company. The liability of the members is limited. A statement that each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member or within one year after he ceases to be a member, for payment of the debts and liabilities of the company contracted before he ceases to be a member, for the payment of the costs, charges and expenses of winding up, and for adjustment of the rights of the contributors among themselves, such amount as may be required, not exceeding a specified amount and subject to a minimum of €1.27. In the case of a company having a share capital the Memorandum must also state the amount of share capital with which the company proposes to be registered and the division thereof into shares of a fixed amount. A subscriber to the Memorandum may not take less than one share. The subscribers must sign the Memorandum and Articles; their addresses and descriptions (occupations) must be stated and their signatures must be witnessed and dated.
You May Use This Link to Register a New Company Limited by Guarantee in Republic of Ireland » E-Quick Package - £450.00 (incorporation, government taxes and government fees are included) |
Form A1 must be completed as follows: Declaration of compliance must be completed by either (a) a solicitor engaged in the formation of the company or (b) a person named as director or secretary of the company. Particulars of directors and secretary must be given. All first names must be set out in full. The home addresses of directors/secretary are required. It is not necessary to complete the Companies Capital Duty Statement Section. There are no restrictions on the commencement of business.
Requirements following Incorporation of a Company. Change in place of registers. Those who are entitled to inspect the following records are the members of the company, who may do so without charge, the officers of the company and the general public:
Register of members. The register of members must be kept within the State at the registered office of the company, or any other office of the company at which the work of making it up is done, or if the company arranges with some other person for the making up of the register to be undertaken on behalf of the company by that other person, at the office of that other person at which the work is done.
Register of debenture holders. The register of debenture holders must be kept at the registered office of the company, or any other office of the company at which the work of making it up is done, or if the company arranges with some other person for the making up of the register to be undertaken on behalf of the company by that other person, at the office of that other person at which the work is done.
Register of directors' and secretary's interests in shares and debentures. The register of directors' and secretary's interests in shares and debentures is required to be kept at the same office as the register of members.
Copies of directors' service contracts/memoranda. Copies of directors' service contracts/memoranda must be kept at the registered office, or the place where the register of members is kept if other than the registered office, or at the company's principal place of business.
Notice of change in place. If either the address where the register of members, register of debenture holders, register of directors' and secretary's interests in shares and debentures, or directors' service contracts/memoranda are kept is (a) different to that of the registered office, or (b) being changed to that of the registered office from a different office, or (c) being changed from one address to another address which is not that of the registered office, Form B3 (Available from the Associated Downloads section on this page) must be filed. Any change in place must also be notified to the CRO on this form within 14 days of the event.
Registered office change. Every company is required by law to file a notice of the situation of its registered office in the State. This is the address to which all-official documents, notices, court papers are required to be sent by law. The address must be a physical location, not just a post office box number because people have the right to visit the company's registered office to inspect certain registers and documents and to deliver documents by hand. A company may notify any change in the location of its registered office by sending a completed Form B2 (Available from the Associated Downloads section on this page) to the CRO. This notification ought to be filed within 14 days of the change. It is an offence not to notify the CRO.
Company officer change. Form B10 (Available from the Associated Downloads section on this page) is filed by a company in order to notify the appointment of an officer post-incorporation, the cessation of an officer's appointment (resignation, death, removal, etc.) and to notify the CRO of a change in particulars in relation to an officer e.g. change of name or a new residential address. Form B10 is required to be sent to the CRO within 14 days of the change occurring. Failure to file Form B10 constitutes an offence. The minimum number of directors that a company is required to have is two. Accordingly, Form B10 will be returned by the CRO to the presenter if no replacement director is notified on Form B10, or where the notification of the termination of a directorship would result in the company having less than the statutory minimum of two numbers of directors. Similarly, where Form B10 notifies the CRO of the cessation of appointment of a secretary, a replacement secretary is required to be notified on the form, having regard to the statutory requirement that every company must have a secretary. Where a person holding the office of secretary/director has died, a person may give notice of this to the CRO on Form B70 (Available from the Associated Downloads section on this page). An official copy of the death certificate is required to be appended to this form. It should be noted, however, that the primary obligation to notify changes in secretary/directors rests with the company which is obliged to deliver a Form B10; there is no need to file a Form B70 if the company has delivered a Form B10 to the CRO, notifying it as to the termination of appointment of the secretary/director and his/her replacement.
Resolutions. A company can alter its objects and/or articles of association within the limits laid down by the Companies Acts 1963-2001 and certain types of resolutions must be filed in the CRO. These are mainly, special resolutions and certain other resolutions e.g. resolutions which give powers to directors to allot shares under section 20 Companies (Amendment) Act 1983. They must be filed within 15 days of the resolution being passed.
Special/Ordinary resolutions (Forms G1/G2) (Available from the Associated Downloads section on this page) (other than resolutions for change of name), which are presented for filing, must not be handwritten but must be either printed or typed and dated. A current officer of the company per CRO records must sign the resolution. It should be noted that special rules apply where resolutions are passed granting assistance for the purchase of own shares.
Special resolutions for change of name (Form G1Q) (Available from the Associated Downloads section on this page): Special resolutions for change of name must also be printed or typed and dated and the current name of the company must appear as it is written on the certificate of incorporation. No other resolutions should appear on this form. Copy of the revised memorandum and articles of association with the new name must be submitted with the resolution and form. Resolutions amending the memorandum and/or articles of association of a limited company must be accompanied by an amended text incorporating all changes that might may have occurred since the original memorandum and articles of association were filed up to the current date. A Form B4 (Available from the Associated Downloads section on this page) must also be submitted where a resolution increases share capital. A Form 28 (Available from the Associated Downloads section on this page) must also be submitted where share capital is cancelled (other than by court order), consolidated, sub-divided or redeemed.
The following general requirements also apply: the amended text must be printed or typed. The document must contain the up-to-date text of the memorandum/articles i.e. all changes effected since incorporation of the company must be embodied in the text. Manuscript alterations are not acceptable. The correct numerical sequence of paragraphs must be maintained. No document will be accepted if it is illegible or would be difficult to scan or copy. Photocopied texts are acceptable only if the print is easily legible and is capable of being re-photocopied and scanned satisfactorily.
TYPES OF NEW COMPANIES Any person may form an incorporated company by subscribing his/her name to a Memorandum of Association and complying with the requirements of the Companies Acts.
Private Company Limited by Shares. The liability is limited to the amount, if any, unpaid on the shares held by its members.
Private Company Limited by Guarantee having a Share Capital. The liability is limited to the amount the members have undertaken to contribute to the assets of the company in the event of its being wound up, in addition to the amount, if any, unpaid on the shares held by the members. Section 43 Companies (Amendment) (No. 2) Act 1999 states that a company incorporated in the State must have at least one director resident in the State and, in the absence of this prerequisite, must provide for a bond in the sum of £1,320. Section 44of that Act provides that a bond is not required if the company holds a certificate from the Registrar of Companies stating that the company has a real and continuous link with one or more economic activities that are being carried on in the State. The Registrar will only grant such a certificate on receipt of proof of such a link. A statement from the Revenue Commissioners that the Revenue Commissioners have reasonable grounds to believe that the company has such a link shall be deemed to be such proof.
When is a director resident? Subject to one exception, at least one of the company's directors is required to be resident in the State. Pursuant to section 44(8) of the Companies (Amendment) (No.2) Act, 1999, "a person is "resident in the State" at a particular time ("the relevant time") if he or she is present in the State at: any one time or several times in the period of 12 months preceding the relevant time ("the immediate 12 month period") fo
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UK Company With Bearer Shares
Incorporate in the Republic of Ireland
