Company and Corporate Services Dublin

No matter if you’re starting a new business or growing one that already exists, the capable business law Solicitors at Tully Rinckey can handle all your company’s legal needs. Additionally, Tully Rinckey Ireland’s Consultant Company Secretary advises emerging and established businesses on all aspects of company establishment and corporate compliance. The integrated nature of our Dublin practice means our Irish lawyers work closely, and on a regular basis, with their counterparts across the globe, delivering an efficient and cost-effective legal service to our clients.

To schedule an initial consultation, contact us at +353-1-9637000  or contact@tullylegal.ie

When conducting business under a name that is different from one’s true name, a company’s true name or a partnership’s true name, the owner(s) of that company should register the actual business name. This makes public the identities of those individual(s), partnerships or corporate bodies that are the legal entity behind the business name.

The Companies Registration Office (CRO) requires registration of a business name under the following circumstances:

  • an individual uses a business name that differs in any way from his/her true surname. It makes no difference whether the individual’s first name or initials are added. So, registration is required if, for example, Mr. John Sullivan traded as Sullivan Builders but not if he traded as Sullivan or John Sullivan
  • a firm uses a business name which differs in any way from the true names of all partners who are individuals and the corporate names of all partners which are bodies corporate;
  • a company uses a business name which differs in any way from its full corporate name;
  • a person having a place of business in the State carries on the business of publishing a newspaper;
  • or an individual who wishes to register an IE. domain name.

To schedule an initial consultation, contact us at +353-1-9637000  or contact@tullylegal.ie

When the assets and liabilities of an Irish company are worth no more than €150 or the balance sheet is zero, the company may be voluntarily struck off the Register, which is generally a quick and easy way to shut down a company.

Tully Rinckey Ireland Solicitors work with business owners to ensure their company is properly closed and as fast as possible. The process of a voluntary strike off in Ireland includes:

  • Ensuring that annual returns and accounts are up to date
  • Providing a draft directors statement showing that the company has stopped trading (or never traded)
  • Providing minutes of the board meeting for Directors and Shareholders to consent to the dissolution of the company
  • Requesting letter of no objection by sending a letter to Revenue
  • Advertising the closure in an Irish national daily newspaper
  • Preparing and filing Form H15 and G1H15 with the Companies Registration Office

Upon completion of these items, the company to be struck off the Register approximately three months later. At that time, Tully Rinckey Solicitors will notify business owners.

It is important to note that outstanding penalty fees (if applicable) are payable to the Companies Registration Office and are listed above. Preparing outstanding annual returns (if applicable) require an additional fee. It is highly recommend that business owners properly dispose of their companies because there are many risks associated with not following the proper procedures. Sanctions could lead to legal action commenced by the Director of Corporate Enforcement and could result in fines and/or the disqualification to act as a company director or manager of an Irish company for five to 10 years.

To schedule an initial consultation, contact us at +353-1-9637000  or contact@tullylegal.ie

The Companies Act 2014 stipulates that all Irish companies have a registered office address in the Republic of Ireland. The company’s registered address must be an actual physical location with an address, not a P.O. box.

All correspondence from the Companies Registration Office (CRO) and formal legal notices related to the company will be sent to the registered address. The CRO must be notified of any changes to a company’s registered office address.

Tully Rinckey Solicitors offer the services of an Irish Registered Office Address Service. A company’s registered office address is visible on the public records in the CRO. The Registered Office Address Service is ideal for international entrepreneurs who do not maintain a physical presence or a place of business in Ireland or those who may use a residential address to conduct business and wish to keep it private.

When a company avails of this service, Tully Rinckey Solicitors provide the business with a registered office address for a low annual fee as well as a mail-forwarding service to ensure that important correspondence is delivered in a timely manner.

To schedule an initial consultation, contact us at +353-1-9637000  or contact@tullylegal.ie

Allotment of shares occurs when new shares are issued to existing shareholders or third parties. Company directors may allot shares in the capital of the company only if they have authority to do so.

For example, allotment of shares may be used to:

  • raise funds for the company
  • introduce new investors
  • allow Enterprise Ireland or Enterprise Board Investors
  • establish a group structure
  • fund a redemption of shares
  • implement a bonus issue of shares

To schedule an initial consultation, contact us at +353-1-9637000  or contact@tullylegal.ie

A transfer of shares occurs when there is a transaction resulting in a change of share ownership. A company’s capital is divided into multiple undividable units of a pre-set amount, called shares. Each share represents an owned interest valued by a sum of money and comprised of particular rights conferred upon it. A shareholder, in either a public or private company, owns the property interest in the share which he or she has the right of which to dispose, subject any restrictions in the company’s constitution. Companies are not required to notify the CRO of share transfers at the time of the transfer, however, the transfer must be reflected in the company’s following annual return. Stock transfer forms are not a CRO forms and it is not necessary to file them with the CRO. Stamp duty return, however, must be filed online with Revenue if applicable.

To schedule an initial consultation, contact us at +353-1-9637000  or contact@tullylegal.ie

Annual returns (Form B1) are electronic documents that include company information required of every Irish company, whether trading or not, by the Companies Registration Office (CRO) at least once every calendar year. The first annual return occurs on the six-month anniversary of the company’s incorporation date.

The return represents a snapshot of the company’s statutory information that is contained in the public record. Financial statements are not required when filing the initial annual return, but if it is missed or is late, the CRO will impose a penalty of €100 on the company, which accumulates by €3 daily.

The next annual return date (ARD) will occur 12 months after the first ARD (or 18 months from the date of incorporation), and every 12 months thereafter. Subsequent annual returns require financial statements that indicate the company’s activities for the financial period, whether trading or not.

Companies are required to upload their financial statements to the CRO website within 28 days of the ARD. Annual returns that are late will result in the company losing its audit exemption—a very costly mistake that will result in the CRO imposing penalty fees of €100 on the company, which accumulate by €3 daily. The company may pay the late fees on the first late annual return and then defer the audit for the following two years.

Financial statements must be prepared in accordance with a company’s audit exemption and the requirements laid out by the Companies Act 2014 and generally accepted accounting principles. The first financial period must be no longer than 18 months not pre-date the ARD by nine months.

If required, it is possible to extend a company’s ARD up to six months from the ARD, but not more than nine months from the financial year end. This is only allowed once within a five-year period, so the decision to do so must not be taken lightly. The ARD may be changed by filing the annual return early, after an annual return has been filed once in each calendar year.

To schedule an initial consultation, contact us at +353-1-9637000  or contact@tullylegal.ie

Under the Companies Act 2014, a limited company may be formed and run with one Director, but if the company only has one director, it must appoint a separate company secretary.

Every company must appoint a company secretary. When the company’s directors choose a company secretary, they must ensure the individual possesses the necessary skills and experience to act as the company secretary.

 

Under the Companies Act 2014, a company secretary:

  • may be an individual or corporate body;
  • must be at least 18 years old;
  • does not have to be resident in the EEA; and
  • If the company secretary is unqualified, he or she may engage a more experienced professional to assist.

 

Statutory duties of a company secretary include:

  • the duty to exercise due care, skill and diligence;
  • Countersigning with a director or registered person any instrument to which the company seal is affixed;
  • Countersigning with a director the annual return;
  • Countersigning with a director the certificate annexed to the financial statements stating they are a true copy of the original;
  • Signing any certificate annexed to abridged financial statements;
  • Countersigning with a director a satisfaction or release form with respect to any charge; and
  • Signing CRO forms.

 

Administrative duties of a company secretary include:

  • maintaining the statutory register, minute books and headed paper;
  • maintaining a list of and using company seals;
  • organising directors and shareholders meetings and recording the minutes;
  • ensuring necessary forms are filed in CRO;
  • providing legal and administrative support to the Board;
  • acting as a governance advisor to the Board; and
  • providing support and guidance to the Board Chair.

To schedule an initial consultation, contact us at +353-1-9637000  or contact@tullylegal.ie

When a director of an Irish company decides to resign from his or her position, a letter of resignation must be sent to the company notifying it of the director’s intention to resign. Sometimes a company will prepare a letter that includes a clause stating that the director does not have any past or present claims against the company.

Next, the company must make the required filings with the Companies Registration Office (CRO) within 14 days of receiving the letter of resignation. All companies, except those under the Private Limited Company (LTD) model, must have at least two directors at all times. LTD companies may have one director, but that person cannot be the secretary (may be a person or company).

To schedule an initial consultation, contact us at +353-1-9637000  or contact@tullylegal.ie

Every company registered in Ireland is legally required to have a company seal (sometimes called a “common seal”) that contains the company’s name engraved in legible characters. A company seal allows officers of the company to emboss company documents, to ensure their authenticity.

For example, a company’s share certificates must be embossed with the company’s seal, placed next to each officer’s signature. The Companies Act 2014 provides that the company seal only be used with the authority of the directors or of a committee of directors.

To schedule an initial consultation, contact us at +353-1-9637000  or contact@tullylegal.ie

The Companies Act 2014 stipulates that a company seal only be used at the direction of the directors or of a committee of directors. To the extent proposed for the company seal to be used, it is important that the company seal’s use is approved by the board of directors, or a committee as the case may be, and that this approval is recorded in the minutes of the relevant board meeting.

The use of a company seal should be attested in accordance with the company’s constitutional provisions and it is good practice, but not a statutory requirement, that a company maintain a “register of sealings,” meaning that the company registers or records each use of the company seal.

Details regarding the use of the seal should be entered into the register and include 1) the name of the individual who attested use of the seal; 2) a description of the document that was sealed; 3) the date the seal was used; and 4) the date that authority for the use of the seal was conferred.

To schedule an initial consultation, contact us at +353-1-9637000  or contact@tullylegal.ie

 

Your Solicitor can assist with completing the required documentation to change your registered office address.

A registered office address, the official address of the company, must be a physical Irish postal address in Ireland where mail can be delivered. It does not necessarily need to be the same as the business address or main office address.

Irish law stipulates that all companies incorporated in Ireland have a registered office address. This is the address that is used by the Revenue Commissioners and CRO to send legal notices and statutory company mail.

It may also be used by other individuals, businesses or others to get in touch. The registered office address must be in Ireland, even if your company operates outside Ireland.

To schedule an initial consultation, contact us at +353-1-9637000  or contact@tullylegal.ie

Tully Rinckey Solicitors can assist businesses wanting to register a UK Company Formation or a Northern Ireland Company Formation and set up your company within 24 hours, providing a UK-registered office to speed up your company formation.

Just one Director is necessary to form a company in the UK, and all shares can be held by that individual, who does not need to be resident in the UK (they can live anywhere in the world). It also is not necessary for UK companies to appoint a company secretary and the company does need a registered office in the UK.

 

Tully Rinckey’s UK/Northern Ireland Company Formation Service includes all incorporation fees and expenses, and includes:

  • a certificate of Incorporation;
  • company seal;
  • minutes of first meeting;
  • company register; and
  • a copy of the Memorandum and Articles of Association.

To schedule an initial consultation, contact us at +353-1-9637000  or contact@tullylegal.ie

In the event that company officials wish to amend their constitution, it may be done in accordance with the requirements set out under the Schedules to the Companies Act 2014. According to the Companies Registration Office, companies may amend their constitutions in accordance with the following requirements:

  • The amended constitution must be in the format specified in the Schedules to the Companies Act 2014.
  • The amended text must be printed or typed.
  • The document must contain complete and up-to-date text of both the memorandum and the articles (where applicable), including the subscriber details in each case. 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.

A change of company name must be printed or typed and dated, while the current name of the company must appear as it is written on the certificate of incorporation. A copy of the revised constitution with the new company name must be submitted with the resolution and form.

Resolutions amending the constitution of a limited company must be accompanied by amended text that incorporates all changes that have occurred since the previous constitution was filed through to the current date.

To schedule an initial consultation, contact us at +353-1-9637000  or contact@tullylegal.ie

The procedures regarding payment of dividends are included in the Summary Approval Procedure in the Companies Act 2014. However, there are exceptions that allow the financial assistance where the company’s principal purpose in giving the assistance is not for the purpose of the acquisition, or where it is incidental in relation to some larger purpose and the assistance is given in good faith, according to the Companies Registration Office. Section 82(6) lists the exceptions to the prohibition that include:

  • the giving of financial assistance in accordance with the Summary Approval Procedure;
  • dividends or distribution out of profits;
  • discharge of lawfully incurred liabilities;
  • lending money as part of ordinary business;
  • employee share schemes;
  • refinancing; and
  • representations, warranties and indemnities.

To schedule an initial consultation, contact us at +353-1-9637000  or contact@tullylegal.ie

The procedures regarding fees, commissions and expenses are included in the Summary Approval Procedure in the Companies Act 2014. Fees, commissions and expenses are included as exceptions to the prohibition in the Companies Act 2014 that allow the financial assistance where the company’s principal purpose in giving the assistance is not for the purpose of the acquisition or where it is incidental in relation to some larger purpose and the assistance is given in good faith.

To schedule an initial consultation, contact us at +353-1-9637000  or contact@tullylegal.ie

To change a director and/or secretary, or in their particulars, it is only possible to do so by completing Form B10 online. Contact Tully Rinckey Solicitors to assist in changing your company secretary today.

To schedule an initial consultation, contact us at +353-1-9637000  or contact@tullylegal.ie

WHY CHOOSE TULLY RINCKEY OF DUBLIN

Tully Rinckey Dublin provides a wide range of Irish and international clients the full spectrum of legal services they need to achieve their commercial objectives in an increasingly complex and globalized world.

Our solicitors advise clients across multiple practice areas, including business law, corporate law, corporate immigration, employment law, intellectual property, data protection and tax law.

Tully Rinckey’s global platform allows our Dublin solicitors to quickly marshal relevant experience across different practice areas and offices. The integrated nature of the Dublin practice means our Irish solicitors work closely, and on a regular basis, with their counterparts across the globe, delivering an efficient and cost-effective legal service to our clients.

Commitment to Our Clients


Our team-oriented philosophy encourages open and ongoing communication with every solicitor, paralegal, and other support staff working with each client ensures we understand their goals. Our commitment to you means meeting your objectives, working attentively and persistently toward your success, and efficiently adjusting to your changing needs.

Ethics and Professional Responsibility


At Tully Rinckey, we work relentlessly to ensure our ethical standards and level of professionalism surpass what is expected of us by our clients and the court. Our high ethical principles call us to treat clients with respect, offer affordability to members of the communities we serve, and provide composed and dignified representation.

Our Experience


Our highly knowledgeable law team comes to the table with solicitors who have 20 to 30 years of experience representing hundreds of clients. With hundreds of years of combined experience in appellate, international and U.S. business and corporate commercial law, litigation, criminal law, immigration, bankruptcy, employment law, estate planning, our team has what it takes to ensure your success.

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No matter if you’re starting a new business or growing one that already exists, the capable business law Solicitors at Tully Rinckey can handle all your company’s legal needs. Additionally, Tully Rinckey Ireland’s Consultant Company Secretary advises emerging and established businesses on all aspects of company establishment and corporate compliance. The integrated nature of our Dublin practice means our Irish lawyers work closely, and on a regular basis, with their counterparts across the globe, delivering an efficient and cost-effective legal service to our clients.

To schedule an initial consultation, contact us at +353-1-9637000  or contact@tullylegal.ie