 1.
Preparation of Annual Returns
CCF
can attend to the preparation of Annual Returns
together with the drafting of the accompanying
AGM minutes. It is essential that companies
have their Annual Returns brought up-to-date
and that they are maintained on an ongoing
basis. Failure to do so can result in the
company being struck-of or being subject to
a fine of up to €1,200 per outstanding return.
The Registrar of Companies has also begun
to apply these fines against the Directors
personally. [Top]
2.
Change of the Company Name
Companies
may wish to change their name for a variety
of reasons, for example a change in the principal
activities of the company, or where a Ready-Made
company has been obtained, or prior to the
company going into liquidation.
CCF can advise, over the telephone, on the
availability of a proposed company name. Once
the name has been checked we can then prepare
the various Minutes, Resolutions, and Companies
Office Forms for signatures by the Directors
and Shareholders of the Company. (In the case
of a CCF Ready-Made, our Directors will sign
these forms prior to transferring the documents).
Change of Names currently take be1ween 4/6
weeks to be registered. [Top]
3.
Registration of Business Names
Registration
of a business name is obligatory if a company
trades or carries on a business under a name
other than their own true names. Its purpose
is to make public the identities of corporate
bodies (or individuals or partnerships) being
the legal entity behind the business name.
The
Registrar of Business Names will registrar
any Business Name without reference to those
already on the index. We can check to see
if a business name is available or to establish
if any similar or identical business names
are already registered. Where a client wishes
to proceed we will then prepare the relevant
forms for signature and filing. [Top]
4.
Alteration of the Memorandum of Association
Companies alter their Memorandum of Association
for a variety of reasons including a change
in the main powers required by banks etc.,
and in special circumstances, such as Charitable
status applications.
CCF
can prepare the various Minutes, Resolution
and Companies Office Forms to make these changes,
together with the reprint of the Memorandum
Of Association. In the case of Ready-Made
companies supplied by CCF these changes can
be executed prior to the resignation of CCF
Directors and Shareholders. [Top]
5.
Increase in Nominal Share Capital
An
increase in nominal (or authorised) share
capital is usually required where a company
wishes to allot more than its stated share
capital, or where it wishes to create a new
class of shares.
CCF
can draft various Directors Minutes, Members
Minutes and Companies Office Forms for signature
by the Directors and Shareholders of the Company
increasing its share capital, and we can also
supply reprinted copies of the Memorandum
and Articles. This change can be made to a
CCF Ready-Made company prior to the transfer
of ownership to our clients. [Top]
6.
Allotment of Shares (Cash/Non Cash)
Where a company wishes to increase its 'issued
shared capital CCF can prepare the Directors
Minutes, the Share Certificates, forms for
submission to the Revenue Commissioners/ Companies
Office and we can attend to the updating of
the Register of Members.
Where
the company is issuing the shares for non-cash
consideration, as in a capitalising of Revenue
Reserves or Bonus Issue, CCF can prepare all
necessary documentation and liaise with the
Revenue Commissioners for the purposes of
assessing Companies Capital Duty, if any.
[Top]
7.
Transfer of Shares in a Private Company
The
procedure for making such a transfer may seem
relatively straight forward, but if it is
to be done correctly, it involves more than
simply having a stock transfer form signed.
Entries must be made in the Company's Minute
Book, Registers of Transfers and Register
of Members.
The
old share certificate(s) must be cancelled
and new certificates issued under the seal
of the company. If the old share certificate
is lost, then an Indemnity has to be completed.
The Company's Memorandum & Articles must
be checked to see if there are any restrictions
on the transfer of shares. The stock transfer
must then be sent for stamping by the Revenue
Commissioners.
The
following points should be noted:
1.
Stamp Duty is levied at the rate of 1% of
the consideration paid for the shares of the
market value, whichever is Higher.
2.
If the value given for the shares is subsequently
found to be understated, the Revenue Commissioners
have the power to impose surcharges. (S103
Finance Act 191). [Top]
3.
The Penalties for late payment of Stamp Duty
are as follows:
| If
Paid Within |
Penalty |
Interest |
Monthly
% Unpaid Duty |
| 30
Days Execution |
None |
None |
|
| 2/6
Months |
Fixed
at €20 |
10% |
1.25% |
| 6/12
Months |
€20 |
20% |
1.25% |
| 12
Months |
€20 |
30% |
1.25% |
|
