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.