WELCOME TO YOUR COMPANY FORMATIONS

Your Company Formations (YCF) is a reliable and trustworthy company formation agent in Ireland. We not only provide the core services of company registration but also cater to a comprehensive portfolio of post-registration procedures required by the companies to comply with the provisions of the statute. Whether you are a start-up or an established corporate entity, we can help you with a diverse range of corporate services including company incorporation, company secretarial support services, compliance and filing services covering changes to the registered office address, changes in directors/secretary or changes to their particulars, preparation and filing of annual return, providing information relevant to statutory filing requirements, to name a few.

The YCF international team of professionals incorporate in the UK, USA, Spain, France, Gibraltar, Switzerland, Cayman Islands, Andorra and other countries across the globe.

We have a specialist team that can advise on taxation worldwide, we also offer advice on intellectual property in several countries, and can assist in grant funding for business start up and expansions.

YCF is a trading name subsidiary of N5 Group, who can assist in all your import and export requirements

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Our Service Features for Non-resident Company Owners

  • Speedy Company Setup – Have your Irish company registered in as quick as 3-5 working days;
  • All-Inclusive Packages – Our range of Non-resident packages cover all that is needed to start operating your Irish company;
  • Registered Business Address & Company Secretarial Services – Our non-resident clients specially benefit from our registered office service helping them to promote the business image right away by having a centrally located business address in Ireland.

Benefits of Choosing YCF as Your Company Agent

  • Hassle-free handling of all the administrative paperwork while you stay in control and updated by receiving the digital copies of the relevant proceedings;
  • Having your business’s presence in Ireland with a legally registered and fully compliant company;
  • Customised packages at competitively lower prices, more cost-effective than applying directly to the CRO or engaging an accountant;
  • Getting it right the first time, avoiding chances of rejection of your application when applying through us

YCF has the expertise and knowledge to register a business name in Ireland on your behalf. Our team will ensure that all legal requirements are met in a timely manner with the Companies Registration Office so your business remains fully compliant.

Whether you plan to trade as an Individual, a Limited Partnership or as a Company, you must register a business name, it is a strict legal requirement in Ireland. Our team can arrange the registration quickly and efficiently for you.

All legal requirements must be met when you want to register a business name in Ireland this includes if:

  • You plan to use a business name that is different to your true surname
  • An organisation’s business name differs from the true names of partners
  • The company plans to use a business name that differs from the full corporate name

YCF will ensure the business name is legally acceptable by making sure all relevant supporting documents are submitted to the authority. Should you need a registered office address, we also offer clients this service at an affordable cost.

With our expert help you can set up your business and register as a sole trader in Ireland. Our team has the knowledge and experience to make the process seamless and hassle-free.

Registering as a sole trader in Ireland is the simplest and most popular way of setting up a business. With our advice and support, you can have your business up and running in no time at all. Our team will guide you through the process and offer assistance in completing a business name application right through to registering the business with the CRO.

We are also able to make sure you have a Personal Public Service Number (PPSN) needed prior to registering for tax which YCF can also arrange on your behalf.

Our service is tailored to meet your needs when you want to register as a sole trader in Ireland. We make it our mission to ensure the process is carried out in a timely manner at an affordable rate

What Does a Shelf Company Mean?

A shelf company, as the name suggests, is one that is ‘bought off the shelf’ or is readymade. It is a legally incorporated company but has not engaged in any trading activity. Shelf companies are an efficient way of getting a company up and running in as quick as 24 hours. It typically takes around 3 to 5 working days to get a company incorporated and acquire a company number. However, if you wish to get a company number instantly, it is best to go for a shelf company.

What are the Benefits of Choosing a Shelf Company?

There are several benefits to choosing a shelf company, these include the following:

  • Quicker and reliable – This is one of the primary reasons of choosing a shelf company. A shelf company enables you to save time that would have been spent in applying for a company registration from scratch. Since a shelf company is already registered with the CRO, only changing the details of the directors / officials and shareholders can get the job done. It is also a reliable option since the shelf companies are formed by professionals who take care of the completeness and accuracy of its compliance with the rules and regulations.
  • Helps boost entity’s credibility and client confidence – Showing that your company has a longer history of existence helps to establish trustworthiness and thereby enables stronger business relationships with your customers, suppliers and bankers.
  • Gaining new contracts – It can be difficult to win contracts if the company has recently been registered. Some industries / institutions might require that a company has been in existence for a certain period of time before they could bid for any contracts. A shelf company is pre-registered with CRO and enables you to bid on the contracts when you need to.
  • Easy approval for corporate banking – It is much quicker to approach banks for setting up business bank account where the company can show that it is an aged one, in contrast to a newly registered company.

We understand that the initiation of a business venture in itself brings uncertainties and possible time delays. Whether you need to sign an urgent business contract or set-up a business bank account instantly, our professional team at YCF makes the entire process quick and simple for you.

If you are looking to acquire a shelf company, buy our package ‘Ready Made Shelf Company’ today. This package is comprehensive and will cater to all the requirements that you need to fulfil with regards to the formation of a shelf company for your business. The package comes for a price of €550.00 only (inclusive of CRO fee) and includes the provision of:

  • Original certificate of incorporation;
  • Company’s Constitution;
  • Share certificates; and
  • High-quality plier company seal.

The digital copies of the documents are emailed in the PDF format.

You can also select add-ons for Registered Office address, company secretarial services or service for updating the Register of Beneficial Owners.

A company is required to file an Annual Return every year to the CRO, within 56 days of the ARD. The company’s ARD is determined by its date of incorporation. The first Annual Return Date of a company is the date six months after the date of its incorporation. For the subsequent years, it shall be the anniversary of its first ARD. However, there could be circumstances where a company might require a change in the ARD. Examples of these situations include the following:

  • A company may want to change its financial year end to 31 December to bring it in line with the calendar year and therefore will have to change the ARD, or
  • A company that is a member of a group of companies might want to alter its ARD in order to align it with its holding company or other companies in the group.

Bringing Forward or Extending the ARD – How it Works?

  • Where a company needs to change its ARD to a date earlier than the existing ARD, it can do so by filing the Annual Return Form B1 early and specify on the Form to change the ARD to the new date, up to which the Form B1 has been made. However, if the company wishes to retain the anniversary of its existing ARD, it should specify this on the form.
  • Where a company needs to extend the ARD, it can do so by filing the Form B73. The ARD can be extended by up to six months from the existing ARD. A company is allowed to file an extension in ARD for not more than once in every five years. It is important to note that a Form B73 should not be filed with the first Annual Return of the company.

Certain rules need to be complied with while filing Form B73:

  • The Form B73 must be completed online with the Annual Return (Form B1);
  • The date mentioned in the Form B73 as the new ARD should not make the time period between the previous financial year and the new ARD to be more than nine months;
  • The Form B73 should be filed with the CRO within 56 days of the company’s existing ARD;
  • Subsequent to filing the extension in ARD, the company should check that its new ARD has been updated with the CRO

Nomination of a new Annual Return Date

How can YCF help you?

In any circumstances necessitating the nomination of a new ARD, we can provide you with complete professional assistance throughout the process.

Changing the ARD can have different statutory implications and a non-compliance could result in penalties and loss of audit exemption. We ensure that your company files for nomination of a new Annual Return Date in accordance with the provisions of the law, ensuring compliance and your peace of mind. Our package for Nomination of a new Annual Return Date costs €100.00 only.

For any queries and information, please feel free to contact our team on by completing our enquiry form and we will get in touch within 24 hours.

Preparation and filing of Company’s 1st Annual Return

Irish Companies are required under statutory legislation to file an Annual Return and Accounts each year with the Companies Registration Office in Ireland. Failure to comply with this regulation can have serious implications, including substantial fines which accumulate on a daily basis, loss of audit exemption for 2 years, and possible involuntary dissolution of the company and legal action against the Directors by the Office of the Director of Corporate Enforcement (ODCE)

It is important to note the first Irish company Annual Return is due 6 months after incorporation, and every 12 months thereafter. No accounts are required with the first Annual Return. Annual returns contain financial statements which must be filed with the CRO within 56 days of the Annual Return Date. A company must make their filing of Annual Returns in every calendar year, and the accounts must be made up to a date no more than 9 months before the ARD. The Annual Return date (ARD) can be changed from the 2nd Annual Return onwards (no more than once every 5 years).

YCF can assist you with this statutory requirement, as well as advise on any other company secretarial and compliance matters. In fact, we can look after all your corporate governance and statutory requirements leaving you to concentrate on managing your business. For more information please click here or review our Annual Company Compliance Service. A list of the legal requirements for an Irish Limited Company is available by clicking here.

For more information on the filing of Annual Returns for your Irish company, please don’t hesitate to contact us by completing our enquiry form and one of our staff will be in touch within 24 hours.

Change in Company’s Registered Office

What is the Significance of a Registered Office Address?

All the companies in the Republic of Ireland are required to have a registered office address. The registered office of a company not only represents the brand image of the business but is also essential for sending out legal correspondence, notices, official documents or business post. The company’s records, registers and other statutory documents are usually kept at its registered office address too. Therefore, it is one of the primary requirements of a company’s registration process to declare its registered office address.

Can a Registered Office Address be a Post Box Number?

The company’s registered office address should be a physical location. It is not permitted to use a post office box number as a registered office address of the company. The registered office address should be a full, physical postal address where important mail, letters and legal notices or correspondence can be securely received by post and that a member of general public can access it for inspection of statutory registers of the company.

Registered Office Agent

A company may choose to use the address of a Registered Office Agent (ROA). This means that the company’s registered office address will be that of an agent, approved for the purpose in the Republic of Ireland. The company wishing to use the ROA should file a consent for such appointment with the CRO:

  • The consent is filed on Form B2 stating the name of the registered agent, their number and address;
  • The Form B2 must be signed by an officer of the company;
  • The ROA continues to hold such position unless the company changes its registered office by submitting a Form B2 with the CRO.

What if You Want to Change a Company’s Registered Office Address?

There might be circumstances where the directors of the company decide to change the company’s registered office, a company is allowed to do so as long as the new location is situated within the Republic of Ireland.

  • The change in location is required to be notified to the CRO by completing Form B2;
  • The company shall notify the change of registered office address not later than 14 days after the change takes place;
  • It is an offence if the CRO has not been notified about the change and therefore could result in legal action.

How Can YCF Help You?

The change to the registered office address can be completed by filing Form B2 online. However, we recognise that getting it done through a reliable company formation agent makes the whole process quicker and stress-free. Our team of professionals can handle the whole process proficiently for you, keeping in view the compliance of all the statutory requirements.

Our package for Change in Company’s Registered Office covers all necessary procedures and comes for a price of €39.00 only. If you wish to know more about this service or have any queries, get in touch with our friendly team of professionals today.

What is a Register of Beneficial Owners and Who is Required to File on the Central Register?

The Central Register of Beneficial Ownership was launched in Ireland on 29 July 2019. All legal and corporate entities in the member states of EU are required to maintain a Register of Beneficial Ownership under the EU’s Fourth Anti-Money Laundering Directive. The register is required to be maintained internally by the entity and the information should also be held in a central register maintained in each member state.

A beneficial owner is defined as an individual who directly or indirectly holds the ownership or control of a legal entity. The ownership could be by way of holding a certain percentage of shares, ownership interest, voting rights or by way of control through other ways. An ownership is considered to be direct where more than 25% shares, voting rights, ownership interest or control are held. It is considered to be indirect if it is held by a corporate entity which is controlled by an individual.

What Particulars are Required to be Filed on the Central Register?

The following particulars must be filed through the online portal on the RBO’s official website:

  • The name, date of birth, nationality and the address in respect of each of the beneficial owners;
  • The particulars of the interest or ownership held;
  • PPS number of each of the beneficial owner, for the purposes of validating the individual’s identity;
  • Where beneficial owner does not have a PPS number, a declaration should be submitted by each such beneficial owner in order to verify the identity. This Declaration as to the Verification of Identity is filed on the Form BEN2.

Importance of Complying With the Above Requirements:

It is essential that the information held in the Register for Beneficial Ownership is adequate, correct and up to date as required under the Directive, since the failure to comply can result in huge penalties which can range from €5,000 (Class A fine) to €500,000.

How Can YCF Help You?

The filing of particulars relevant to the Register of Beneficial Ownership can be filed online and without a fee. However, considering the seriousness of the offence in case of the non-compliance of this regulation, it is important to get it done right and on time.

Our professional team can assist you in ensuring that all aspects of compliance relevant to this Directive are taken care of. Our package for Update of Register of Beneficial Owners is priced at €150.00 only.

If you have any queries related to the compliance of this statutory requirement, please feel free to give us a call and our team of professionals will help you accordingly

YCF can help you register your business as a single Director company and we are able to provide a nominee company secretarial service together with a registered office address.

The duties of a Company Secretary are to ensure that your company’s legal documents are correctly maintained. The importance of their role cannot be overlooked as they ensure your business remains within the rules as laid out in the company constitution.

YCF has an experienced Company Secretarial team capable of meeting all your secretarial needs. Under the new Companies Act 2014, you can set up a single Director company but you must appoint a nominee Company Secretary. The law requires that all limited companies in Ireland regardless of size or activities must appoint a Company Secretary.

When you set up a company in Ireland, you are obliged to appoint a Company Secretary. Their role is to carry out all legal and administrative duties. If you are setting up a Privat Limited company in Ireland, the Company Secretary does not need any formal qualifications. However, if you are planning to set up a Public Company, this is not the case. In this instance, a Company Secretary must have the required knowledge and skills to perform their duties.

YCF can appoint a nominee Company Secretary for your business when you set up a company. Our company secretarial service package is an affordable option that provides the assurance that all legal and other requirements are met. It ensures your company remains compliant at all times.

You must meet all legal requirements set out under the companies constitution when setting up a company in Ireland. We can provide you with a nominee Company Secretary who will ensure that all your company’s legal obligations are met. The role of a Company Secretary is all-important when it comes to notifying the Company Registration Office (CRO) of any changes in company details which includes the following:

  • When a company name is changed
  • If the registered office address is changed
  • When directors are changed
  • If any shareholders are changed
  • When any changes to share capital are changed

Our nominee company secretarial service package is an affordable option that offers peace of mind that your company will remain legally compliant at all times. From incorporation right through to ensuring statutory compliance YCF is here to provide you with essential advice and support when it comes to good corporate governance practice. Our package is tailored to provide a full suite of company secretarial services to meet your needs and to ensure all administrative and legal obligations are met.

Why might a Company be Restored After Dissolution?

There might be circumstances where it is beneficial that a dissolved company be restored to the register. For instance, the directors of the dissolved company may believe that it has some trading opportunity. A creditor of the dissolved company may apply for its restoration in order to claim for any amount receivable from the company. Similarly, there might be undisposed assets in the dissolved company which the directors or shareholders may want to retrieve.

How can a Dissolved Company be Restored?

The restoration process will depend on the time that has lapsed since the dissolution has taken place and the reason for dissolution.

  • Where a twelve months period has not elapsed since the date of dissolution of a company, a director or member of the company can apply for ‘Administrative Restoration’;
  • Where a company has been dissolved for more than 12 months, it can only be restored through ‘Court Order Restoration’.

How to Apply for Administrative Restoration?

When applying for Administrative Restoration, certain requirements with regards to compliance, timelines and submission of documents need to be taken care of, which include the following:

  • Filing of Form H1 within the 12 months period after the date of dissolution;
  • Filing of Form B1 (Annual Return) along with the relevant financial statements;
  • Where any changes are made to the company, the relevant forms should be filed along with Form H1. For instance, Form B10 (Change of Directors or Secretary, or change in their particulars), Form B2 (Change of Registered Office), or Form B73 (Nomination of a new annual return date) are required to be filed, where applicable;
  • The Registrar ensures the compliance of the provisions relating to the bond requirement for EEA resident director.

The twelve months limit is of significance for submission of all the necessary documents. In case of any changes required to be made in such documents, these should be submitted within 15 months period. Where these deadlines are not met, the application will have to be made through the Court.

How to Apply for Court Order Restoration?

If the company is required to be reinstated after more than 12 months of its dissolution but before the expiry of 20 years, the application for restoration must be made to the Court. Also, where the company was dissolved as a result of liquidation, it can be restored through Court Order restoration.

A creditor wishing to reinstate a company can do so at any time by applying to the Court, before the expiry of 20 years from the date of dissolution.

When proceeding with a restoration through Court, it is always wise to seek legal advice.

How Can YCF Help You?

Our team is equipped with the professional expertise and knowledge to make the restoration process quicker and simpler for you.

Our package for Company Restoration comes for a price of €550.00 only. We ensure that all timelines, required forms and document submission essential to bring the company back to the register are complied with.

Voluntary Strike Off – Overview

Voluntary strike off is a procedure whereby a company’s name is removed from the register. A company can apply to the Registrar for a voluntary strike off if it has stopped trading or has never traded before. Circumstances such as the retirement of directors and cessation or restructuring of business activities could also result in proceeding for the voluntary strike off of the company.

Conditions to Comply When Applying for Voluntary Strike Off

A company cannot proceed with voluntary strike off unless the following criteria are met:

  • There is sufficient evidence available for the Registrar to believe that the company has never carried out business activity or has stopped to do so;
  • The directors should certify that the company does not have any liabilities and assets exceeding €150;
  • The company should not have any pending litigations against it.
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Which Documents are Required to be Submitted as Part of the Application?

Where a company decides to go for voluntary strike off, it can do so by filing the online Request for Voluntary Strike-Off on Form H15. It is mandatory to execute and file the following documents in the relevant sections of the Form H15:

  • A special resolution stating the decision to apply to the Registrar for voluntary strike off. Such resolution should be passed not more than 3 months before the filing of Form H15 and should also state that the company will not undertake any business until the application of strike off is pending for approval;
  • All the necessary annual returns that are due to be submitted on the date of application for strike off;
  • A written confirmation in the form of a letter of no objection from the Revenue Commissioners which should be dated not more than 3 months from the date of application;
  • An advertisement published in the prescribed format, in atleast one daily newspaper about the company’s intention to request a voluntary strike off. Such advertisement should be published not more than 30 days before the date of application for strike off.

Effective 1st March 2022, the Form H15 is required to be filed online only and subsequent to this date, any forms received by post will not be processed and will be returned back.

How Can YCF Help You?

We recognise that concluding the business affairs of a company and thereafter proceeding with the formalities of voluntary strike off can bring undesirable hassle for all those involved. Though the Form H15 can be filed online via the CORE portal, it is best to engage a company formations agent like us that can deal with the whole process in an organised and professional manner. Our package for Voluntary Strike Off is priced at €475.00 only. We are specialised in handling all these matters with utmost care and thereby ensure you complete peace of mind throughout the process of closing your company.

Appointment of Directors – Overview

Every company is required to appoint directors at the time of its incorporation. A private company limited by shares should have a minimum of one director, in which case it should appoint a secretary. All other companies are required to have atleast two directors. These appointments are made in accordance with the provisions of the Companies Act and the company’s constitution.

There could be changes to the directors that are appointed in the first instance. These changes could result from the appointment of additional directors, resignation or death of a director, removal of a director or expiry of their term of office.

How to Notify the Changes in Directors / Secretary of the Company?

Where the company makes changes to the directors or secretary or changes take place in their particulars like the change of name or residential address, it is essential to notify these changes to the CRO. The changes are notified by filing the Form B10. The conditions that apply when filing Form B10 include the following:

  • The form should be submitted not later than 14 days of the change in the officers of the company or their particulars;
  • Where the director holds the office in more than one company, Form B10 should be filed for each such company;
  • The form should be signed by an officer of a company who still holds the office;
  • Where the person holding the office of a director becomes disqualified from holding such position, this should also be notified through filing Form B10.

Disqualification of a Director in Another Country

Where a person appointed as a director of a company is presently disqualified from being an officer in another country, it is his or her legal obligation to ensure that Form B74 is filed when filing Form A1 or Form B10. Where there is failure in filing Form B74 or it contains incorrect or misleading information, such person would be considered disqualified for the rest of the term of his or her disqualification in the foreign country.

How can YCF Help You?

The filing of Form B10 is quite simple and quicker to do. It is free to file online. However, a non-compliance of the requirement to file Form B10 results in a category 3 offence meaning it could result it imprisonment and levy of a fine.

Therefore, it is always advisable to get the filing done through YCF. We can help you with getting it right and in accordance with provisions of the law. Our package for Change of Directors / Secretary or change to their particulars costs €45.00 only.

While your company adapts to the changes in its key personnel, we take care of the legal formalities and save you from incurring any penalties.

A company’s shares can be bought from the company directly by way of allotment of shares or these can be acquired from another shareholder by way of transfer.

What is meant by Share Transfer and How it Works?

Share transfers take place when the shareholders in a company transfer their shares to new or existing shareholders. Transfer of shares can occur when the shareholders / members want to sell their shares or when a company is being sold or bought. It is also a way to alter the current proportion of shares between the shareholders.

Certain conditions apply to the transfer of shares, these include the following:

  • The directors of the company must approve the form of the instrument, by means of which the shares are transferred, in writing;
  • The share transfer instrument should be executed on behalf of the transferor. However, if the shares being transferred are not paid for in full, the instrument will then be completed on behalf of both the transferor and the transferee;
  • It is essential that the instrument is executed properly in all respects and delivered to the company, in order for it to take effect;
  • A share transfer form is required to be filed Revenue Commissioners.

These transfers will be mentioned in the annual return filed by the company subsequent to such transfers therefore these are not required to be notified separately to the CRO.

What is meant by Allotment of Shares and What are the Relevant Rules?

A company carries out allotment of shares for various purposes. These include raising money, organising / reorganising a company’s structure, bringing in new investors or converting loan to equity.

Allotment of shares is subject to various restrictions under the law. Some of these are listed below:

  • The additional shares issued under the allotment should not exceed the amount of any unissued authorised capital;
  • The allotment of shares is exercised by the directors of the company in accordance with the Memorandum and Articles of Association of the company.;
  • The CRO must be notified of any allotment of shares on the Form B5. This form should be filed within one month from the date of allotment.

YCF Can Help You with Share Transfers / Allotment

We, at YCF, are fully aware of the complexities involved in the process involving share transfers or allotment of shares. Our aim is to provide professional advice to our clients and help them with the execution of share allotment / transfer in the best possible way and in compliance with the statutory requirements.

Our package for handling Share Transfer / Allotment of shares for your company comes for €250.00 only. This is a comprehensive package whereby we ensure complete compliance of all the requirements with regards to provisions of the law relevant to share transfer / allotment of shares, as the case may be.

A company’s shares can be bought from the company directly by way of allotment of shares or these can be acquired from another shareholder by way of transfer.

What is meant by Share Transfer and How it Works?

Share transfers take place when the shareholders in a company transfer their shares to new or existing shareholders. Transfer of shares can occur when the shareholders / members want to sell their shares or when a company is being sold or bought. It is also a way to alter the current proportion of shares between the shareholders.

Certain conditions apply to the transfer of shares, these include the following:

  • The directors of the company must approve the form of the instrument, by means of which the shares are transferred, in writing;
  • The share transfer instrument should be executed on behalf of the transferor. However, if the shares being transferred are not paid for in full, the instrument will then be completed on behalf of both the transferor and the transferee;
  • It is essential that the instrument is executed properly in all respects and delivered to the company, in order for it to take effect;
  • A share transfer form is required to be filed Revenue Commissioners.

These transfers will be mentioned in the annual return filed by the company subsequent to such transfers therefore these are not required to be notified separately to the CRO.

What is meant by Allotment of Shares and What are the Relevant Rules?

A company carries out allotment of shares for various purposes. These include raising money, organising / reorganising a company’s structure, bringing in new investors or converting loan to equity.

Allotment of shares is subject to various restrictions under the law. Some of these are listed below:

  • The additional shares issued under the allotment should not exceed the amount of any unissued authorised capital;
  • The allotment of shares is exercised by the directors of the company in accordance with the Memorandum and Articles of Association of the company.;
  • The CRO must be notified of any allotment of shares on the Form B5. This form should be filed within one month from the date of allotment.

YCF Can Help You with Share Transfers / Allotment

We, at YCF, are fully aware of the complexities involved in the process involving share transfers or allotment of shares. Our aim is to provide professional advice to our clients and help them with the execution of share allotment / transfer in the best possible way and in compliance with the statutory requirements.

Our package for handling Share Transfer / Allotment of shares for your company comes for €250.00 only. This is a comprehensive package whereby we ensure complete compliance of all the requirements with regards to provisions of the law relevant to share transfer / allotment of shares, as the case may be.

Company’s Constitution – Overview

Every company incorporated in Ireland is required to have a Constitution (previously termed as the Memorandum and Articles of Association). The Constitution of a company is a set of rules and principles that govern the internal and external operations of the company. It also details the rights of the shareholders and directors of the company.

In practice, the Constitution of a company is laid out at the time of its incorporation. However, during the course of carrying out the business, changes might need to be made in this document. Under the Companies Act 2014, a Private Limited company has a single page Constitution document and does not have a memorandum (previously stating set objects).

Circumstances Requiring Change in Company’s Constitution

There might be circumstances requiring change in a company’s Constitution, these include changes made to company objectives, powers and duties of directors, change in number of directors, changes to the authorised share capital of the company, classes of shares that the company can issue, rights in respect of dividends, how the company could issue loans to third parties, provisions related to conflict of interest etc.

How to Amend a Company’s Constitution?

In order to make amendment to the company’s Constitution, a special resolution is required to be passed which should be approved by 75% of the shareholders. Certain conditions apply to the documents submitted for the amendment in the Constitution:

  • The special resolution (Form G1/G2) should be typed or printed and not hand-written;
  • It should be signed by an existing officer of the company that is appearing in the company records with the CRO;
  • Where a change relates to the increase in share capital, the resolution should be accompanied by Form B4;
  • Where a change relates to the consolidation, cancellation, redemption or sub-division of shares, Form B17 is required to be submitted with the resolution;
  • Where the special resolution relates to the change of the name of the company, it should state the previous name of the company which was mentioned in the certificate of incorporation. This resolution is filed as Form G1Q and should be accompanied by the copy of the amended Constitution with the revised name on it.

How can YCF Help You?

From the company’s inception to the alterations made subsequently, YCF is there to assist you. We offer the service of Amendment to company’s Constitution / Memorandum and Articles for a price of €250.00 only.

It is important to ensure that the provisions of the law are complied with when making changes to the Constitution. It is always best to obtain professional advice in relation to these changes. Our professional team will assist you in drafting the new Constitution in accordance with the provisions of the Companies Act, 2014, helping you with preparing the required special resolution and ensuring that all the necessary forms are submitted to the CRO.

For any business to succeed, it needs to have strong financial management. But maintaining your accounts doesn’t have to be complicated. YCF provide comprehensive accounting services and can help you prepare your financial statements and you reduce your tax bill. Whether you’re a sole trader or a limited company, we can take care of your books while you do what you do best.

  • Keep Your Books in Order
  • Reduce Your Tax Bill
  • Save You Time & Money

After working with businesses from all types of industries and sizes for over 10 years, we know how important it can be to have a simple, hassle-free accounting service on hand. We do all the work for you, and our step-by-step, online process makes it easy for you to get set up – we’ll take it from there.

What is meant by a Non-EEA Resident Director Bond?

All companies registered in Ireland are required to have atleast one director who is resident in one of the European Economic Area (EEA) member states. Where all the directors of the company are resident outside of EEA member states, the company is required to have a non-resident insurance bond in place, under the requirements of the Companies Act, 2014. The bond is made to the value of €25,000 in the prescribed form. Certain points to note in relation to the bond are as under:

  • The purpose of the bond is to ensure that the company fulfils its statutory responsibilities, like filing of required returns with the CRO and the Revenue. It secures the company in the event of any fines imposed on the company for non-compliance of Companies Act or Taxes Consolidation Act;
  • It is important to note that the residence is of essence rather than the citizenship. This means that where a director is a national of an EEA member country but is not resident in any of those countries, the company will need to have a non-EEA resident director bond;
  • Also, holding a bond does not exempt a company from having a director, it only allows a company to carry out its operations without having a resident director;
  • The effective period of the bond is prescribed as a period of two years, after which is should be renewed.

Who Should Secure a Bond for Non-EEA Resident Directors?

Any Irish company that does not have an EEA-resident director should secure such bond. If the company does not have an EEA-director at the time of its incorporation, the application for incorporation of the company should be accompanied by a bond.

Similarly, where a single director resident in an EEA member country resigns from his position, the company should either appoint another director resident in any EEA member country or should secure a bond.

Exemption from having a Non-Resident Insurance Bond

Where a company has an established history of operations in Ireland and is able to demonstrate that it has a real and continuous link with one or more economic activities that are being carried out in the State, it can apply for a certificate under section 140. Obtaining this certificate will exempt the company from the requirement of having atleast one EEA-resident director.

How Can YCF Help You?

It is important to note that the breach of the requirement of having an EEA-resident director brings serious consequences. Where an Irish registered company fails to have atleast one EEA-resident director, it commits a criminal offence and the company and every officer may be prosecuted. Therefore, it is of significance that this requirement is taken care of professionally, and this is where our professional team can help you.

If you have any queries regarding the requirement of non-EEA resident directors, please feel free to contact out team and they will be happy to answer your concerns.