CORPORATE LAW COMPLIANCE

Company Incorporation: We will attend to all formalities of incorporation. These formalities include the following:

• Ensuring that the proposed company’s name is suitable for registration.
• Identifying the type of company most suitable for our client’s requirements.
• Drafting the company’s Memorandum and Articles of Association to suit the particular circumstances and trading activities of the company/
• Supply an Information Booklet to the officers of the company regarding their responsibilities.

Maintenance Of Statutory Registers

It is a requirement of the Companies Acts that each Company maintain various Statutory Registers setting out details of Directors, Shareholders, AGM Minutes etc. These Registers must be updated every time there is a change. A company is obliged to notify the Companies Office where those records are kept so that they are available for inspection at any time.

This is a very onerous obligation on company directors and the secretary which can result in significant fines and even jail sentences. Maintaining the Statutory Registers requires specialist training. We offer a full company Statutory Registers maintenance service.

Alteration Of Memorandum Of Association

Companies often need to alter their Memorandum and Articles of Association. For instance, lenders to a company often insist that there are clear powers for borrowing and also clear powers to allow the Company to carry out the objective or purpose for which the money is being borrowed. We can prepare the amended Memorandum of Association, various Minutes, Resolutions and Companies Office Forms to make the required changes.

Allotment Of Shares (Cash/Non-Cash)

A company may wish to increase its issued share capital, if for example the Company is admitting a new shareholder or if existing shareholders are contributing fresh capital to the company in exchange for new shares. Our Professionals will prepare the Directors Minutes, the Share Certificates, forms for submission to the Registrar of Companies and the updating of the Statutory Registers in order to implement the new allotment. Where the company is issuing the shares for a non-cash consideration, we can prepare all necessary documentation and liaise with the Registrar of Companies.

Change Of Company Name

Companies may wish to change their name for a variety of reasons, for example a change in the principle activities of the company, prior to the company going into liquidation or for marketing reasons. We can advise 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 signature by the Officers and Shareholders of the company.

Transfer Of Shares In A Private Company

Unfortunately the procedure for transferring shares is not as straight-forward as one might think. It involves a lot more than simply signing a Share Transfer Form. Our professionals will overlooked on the following matters. 

• Overview of the Company’s Memorandum & Articles regarding any restrictions on the transfer of shares,
• Checking of Share Transfer Form and Revenue stamped thereion
• Resolution of the companies,
• Updation in Statutory Books
• Cancellation of Old old share Certificate and Issuing of New Share Certificate 

Appointment / Removal Of Directors / Secretary

Our office will again prepare the various Minutes, Resolutions and Companies Office Forms to make these changes. We are also in a position to make these changes electronically over the internet.

Removal And Restoration To The Companies Office Register

Our Office will attend to Voluntary Strike Off applications on behalf of clients. If required, we will arrange:

• The filing of all outstanding Annual Returns and relevant fees received;
• Preparation of various documents and resolutions.
• The necessary newspaper advertisements for such an application
• In the event that your Company is struck off for failure to file Annual Returns then we will arrange the restoration of a company to the Register. This will be done in the prescribed Companies Office manner.

Company Law Drafting Service

We will draft every manner of shareholder’s and directors resolution’s and other Company Law documents that are required in the course of the life of a company. It is important to understand that many tax planning strategies involve the use of Companies.

Directors Loans

There are severe restrictions under Company Law on Directors taking loans from their Companies. These restrictions can even affect very small loans. If a Director takes an unauthorised loan, then the Company Auditor is obliged to report him/her to the Registrar of Companies. We can offer advice in this area.

Companies Purchasing Their Own Shares (Buy Back)

Circumstances can arise where a Company needs to purchase its own. There are very complicated Company Law restrictions on a Company’s ability to purchase its own shares. Certain procedure must be implemented in order to legalise a Company purchasing its own shares. We can provide our professional services in this regard.

Other Services

Various other services related to Companies Act.