Company Formations – Ireland Forms and Guidance

Annual Return – Form B1

A company is obliged to deliver an Annual return every year to the CRO.  An Annual Return contains details of the company’s directors and secretary, its registered office, details of shareholders and share capital. The return is required to be made up to the company’s Annual Return Date and filed with the CRO within 28 days of that date. A company’s first ARD is six months after its anniversary of incorporation.

Special/ Ordinary Resolutions – G1/ G2

Special Resolutions presented for filing must be signed by a current officer of the company.

Special Resolutions – Form G1Q

Special Resolutions for change of name must be printed or typed and dated and the current name of the company must match that on the Certificate of Incorporation. A copy of the revised Memorandum and Articles of Association showing the new company name must be submitted with the resolution and Form G1Q.

Change of Registered Office – Form B2

Every company is required by law to have a Registered Office within the state. This is the address to which all official documents, notices and court papers are required to be sent by law. The address must be a physical location because people have the right to visit the company’s Registered Office to inspect certain registers and documents.

It is vital that a company keeps the CRO informed of the location of its registered office. A company notifies its change of registered office by sending a completed Form B2 to the CRO. The change becomes legally effective only when the CRO has registered the form.

Change of Directors and Secretary – Form B10

Form B10 is filed by a company in order to notify the appointment of an officer after incorporation, the cessation of an officer’s appointment (resignation, removal, death, etc.) and to notify the CRO of a change in particulars in relation to an officer e.g. a 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. A company is required to have a minimum of two 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 the notification of the termination of a directorship would result in a company not having an EU resident director Form B10, notifying the CRO of the termination of that directorship, is required to be accompanied by a Bond unless a section 44 certificate is currently in force in relation to the company. This is a certificate stating that a company has a real and continuous link with one or more economic activities that are being carried on in the State.

Allotments of Shares – Form B5

Every allotment of shares by a company limited by shares must be notified to the CRO on Form B5 within one month of the date of allotment.

• Form B5 must be filed within one month of the date of the allotment together with either a contract in writing, constituting the title of allottees to the allotment, together with any contract of sale, duly stamped adjudicated as to stamp duty
• Form 52 must be duly stamped and adjudicated as to stamp duty by Revenue.

Minimum subscriptions: 5% of the nominal amount of the share is the minimum subscription payable on shares in a private company and 25% of the nominal amount in a plc.

The Contract or Form 52 cannot be accepted for filing unless it has been adjudicated and stamped by Revenue. The Contract or Form 52 (in duplicate) should, therefore, be sent in the first instance to Revenue Stamps Adjudication Branch.

CRO Filing Requirements

A company director must also ensure that the following changes of information in relation to the company are notified to the CRO:

Companies Registration Office – Forms

A company is obliged to notify the CRO within 14 days of any change among its directors or of any particulars concerning its directors.

Where the termination of a directorship which is notified to the CRO on Form B10 leaves the company without an EU resident director, the company should lodge either a section 43 bond with the B10.

If a company fails to lodge Form B10 in respect of a person who has ceased to be a director of that company, there is a procedure whereby the former director can notify his own resignation to the CRO using Form B69.

CRO Form 11F

A statement of particulars required under the Taxes Consolidation Act to be delivered by limited companies to the Inspector of Taxes. Companies may be struck off the register upon application by the Revenue Commissioners to the Registrar of Companies for failing to complete and deliver this statement.

Form TR2

Form to register a limited company for Corporations Tax, VAT, PAYE and PRSI.