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APPOINTMENT OR RESIGNATION OF A DIRECTOR
A company Director is an individual who is appointed to manage and run the company. All companies, with the exception of the new form private limited company (LTD) must have two Directors at all times and all Directors must be 18 years of age and over. Directors can be appointed by the members in general meeting, co-opted to the board by the existing Directors or appointed by any specific mechanism that may be included in the Constitution of the company.
Part 5 of the Companies Act 2014 sets out the ‘Duties of Directors’ and other officers and apply to every company on the register.
APPOINTMENT OR RESIGNATION OF THE COMPANY SECRETARY
Every company must have a Company Secretary. The secretary may be one of the directors of the company but where there is a single-director company (LTD company type only), the secretary must be separate from the sole director and must be 18 years and over.
The company secretary is appointed by the directors of the company and the directors must ensure that the person appointed has the skills and resources necessary to discharge their statutory duties.
CHANGE OF NAME
Section 30, s. 191(2) and s. 198(4) of Companies Acts 2014 states that a company may, by special resolution, with the approval by the Registrar of Companies signified in writing, change its name. The members of the company must approve the change of company name and a G1Q form and new constitution should be filed in the CRO.
AMENDING YOUR COMPANY CONSTITUTION
Express Company Formations can assist you in making changes to your existing Company Constitution. Any changes to the Constitution require a Special Resolution which must be approved by 75% of the Shareholders.
The following are various changes that you may want to avail of when amending your Constitution:- implementing new voting rights, the inclusion of or retraction of clauses and changes to your existing authorised share capital, possibly where you would want to include a new class of shares. You may also wish to update your entire Constitution to reflect the new Companies Act 2014. We can look after this for you!
ALLOTTING OR ISSUING OF SHARES
A company may allot new shares to the existing shareholders or to a third party. These shares can be from the existing share class or by creating a new share class.
It is a matter for the company’s directors to allot shares, they may do so only to the extent that they are authorised by either a general meeting or the company’s constitution.
Section 69 Companies Act 2014 confers the authority to allot shares. This power rests with the directors unless the authority has been granted to the directors in the constitution of the company.
TRANSFER OF SHARES
Transfer of shares is where an existing shareholder transfers some or all of their shares to another shareholder in the company or to a third party.
Subject to any restrictions in the company’s constitution, a member may transfer all or any of his or her shares in the company by a stock transfer form or any other form which the directors of the company may approve.
The stock transfer form shall be executed by or on behalf of the transferor, unless the if the share concerned is not fully paid, the form shall be executed by or on behalf of the transferor and the transferee.
The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register in respect thereof.
INCREASE IN SHARE CAPITAL
The authorised share capital (often referred to as the nominal share capital) is the potential amount of shares that a company has available for future distribution. A company may wish to increase the authorised/nominal share capital so that it may issue more shares beyond its stated share capital, or so that it can create a new class of shares. There are various types of share classes that you may want included in your Company’s Constitution.
UPDATING YOUR IRISH COMPANY CONSTITUTION
The Companies Act 2014 has changed the corporate landscape in Ireland, introducing reforms for all company types and creating a new company type known as a Designated Activity Company (DAC). Following a transition period, allowing companies to ‘convert’ to a new company type, on 1 December 2016, all companies were automatically converted by the CRO. In doing so, however, only the company type and name (eg; Companies Limited by Guarantee) were updated and the Company’s existing ‘Memorandum and Articles of Association’ became known as the ‘Constitution’ but any provisions of such Constitution which are inconsistent with the 2014 Act cannot be relied upon.
COMPANY RESTORATIONS
Companies can be struck off the Register of Companies for various reasons, mainly failing to file Annual Returns and accounts, failing to file a particular tax return or even by their own request known as a voluntary strike off.
If a company continues to operate while dissolved the directors run the risk of becoming personally liable for the activities of the company therefore it is extremely important to ensure that your company is reinstated to the Companies Register in the correct manner.
Express Company Formations are experts in the field of Company Secretarial matters and we can assist you with the relevant reinstatement method available to you if your company has been struck-off the Companies Register.
COMPANY STRUCK-OFF / DISSOLVED (LESS THAN 1 YEAR)
If a company makes an application to be restored within twelve months of being struck off or dissolved it can apply directly to the Companies Registration Office. This will avoid the necessity of engaging a solicitor and barrister and seeking a hearing in the High Court.
Where a company has been struck off pursuant to Section 733 Companies Act 2014, Section 311 Company Act 1963, or Section 12(3) Companies Amendment (Act) 1982, or for failure under section 727 (b) to deliver the statement required under section 882 of the Taxes Consolidation Act 1997 or section 12A Companies (Amendment) Act 1982, it may make an application to the Registrar of Companies by way of a H1 Restoration.
COMPANY STRUCK-OFF / DISSOLVED (MORE THAN 1 YEAR)
Where a company has been struck off and dissolved for a period of more than 12 months, a fast track restoration (H1) by the Registrar of Companies is not possible. However, provided that 20 years has not elapsed from the date of its dissolution, the company or any member may make an application to the High Court for restoration where the company was struck off voluntarily at the request of the company, by any officer or member of the company where the company was struck off for non-filing of annual returns in the CRO, or at the request of Revenue for failure to file returns.
COMPANY CLOSURES
VOLUNTARY STRIKE OFF OF AN IRISH COMPANY
There is a common misconception that companies which have either never traded or have ceased to trade can dispense with the requirements to file annual returns with the Companies Registration Office. However, this is not the case and indeed failure to file returns or continue to file returns throughout the company’s life can lead to late filing penalties being incurred, prosecution in the District Court, Companies being struck off involuntarily and the risk of possible action being taken against the Directors by the ODCE (Office of Director of Corporate Enforcement) which could result in an individual being fined and/or disqualified to act as a company director or manager of an Irish company for 5-10 years.
