Company Law Compliance

SERVICES - WHAT WE DO

1. PREPARATION AND FILING OF ANNUAL RETURNS

Morgan McManus Solicitors can prepare the Annual Returns together with the drafting of the accompanying AGM Notifications, AGM minutes and Directors minutes. There are significant fines for failing to file Annual Returns on time. The Registrar of Companies has also begun to apply these fines against the Directors personally.

Morgan McManus Solicitors will arrange to submit the Annual Returns and supporting documentation to the Companies Registration Office on time. All of this will be done in consultation with the clients and their Auditors. Morgan McManus Solicitors will ensure that Company Directors and Auditors get ample warning of upcoming annual return deadlines.

2. COMPANY INCORPORATION

Morgan McManus Solicitors 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.
• Morgan McManus Solicitors are members of the CRO Fe Phrainn and CRO Disk Schemes which allow for fast track incorporations.

3. 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. The Director of Corporate Enforcement is empowered to carry out spot checks on Companies and has taken several prosecutions against Directors for failing to keep these Registers properly. Regardless of whether your Company runs a corner shop or multinational business, Directors are under a Legal Obligation to maintain these Registers.

This is a very onerous obligation on company directors and the secretary which can result in significant fines and even jail sentences. Historically, Company Directors and Secretaries ignored these obligations but since the establishment of the Office of the Director of Corporate Enforcement no director or secretary can afford to ignore these responsibilities.

Maintaining the Statutory Registers requires specialist training. Morgan McManus Solicitors offer a full company Statutory Registers maintenance service using the latest computer software.

4. 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. For example, a company running a Builders Providers might want to go into the house construction business. In that situation the Company would need to change its Memorandum to allow for this new business activity. If a bank is lending money for this new enterprise then it will almost certainly insist on it.

Morgan McManus Solicitors can prepare the amended Memorandum of Association, various Minutes, Resolutions and Companies Office Forms to make the required changes.

5. 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. Morgan McManus Solicitors can prepare the Directors Minutes, the Share Certificates, forms for submission to the Revenue Commissioners and Companies Registration Office 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, eg a Bonus Issue, Morgan McManus Solicitors can prepare all necessary documentation and liaise with the Revenue Commissioners for the purpose of assessing Companies Capital Duty, if any.

6. 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.

Morgan McManus Solicitors 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.

7. REGISTRATION OF BUSINESS NAMES

Where a sole trader, partnership, company, or foreign company trades in the Republic of Ireland under a name different from their own or registered name they are obliged to register that trading name within 30 days with the Registrar of Business Names. Failure to do can result in a fine. Morgan McManus will attend to this registration for you.

8. 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 Stock Transfer Form. The following are examples of issues that may be overlooked:
• the Company’s Memorandum & Articles must be checked to see if there are any restrictions on the transfer of shares,
• Stock Transfer Form must be prepared and stamped in the Revenue Commissioners,
• the Directors must “resolve” that the transfer be registered,
• entries must be made by the Company Secretary in the Company's Register of Transfers and Register of Members,
• finally the old share Certificate must be cancelled and a new Share Certificate is then issued.

Failure to follow any of these steps will undermine the validity of the transfer.
Morgan McManus will ensure that everything is done correctly.

9. APPOINTMENT / REMOVAL OF DIRECTORS/SECRETARY

Morgan McManus Solicitors 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.

10. REMOVAL AND RESTORATION TO THE COMPANIES OFFICE REGISTER

Morgan McManus Solicitors will attend to Voluntary Strike Off applications on behalf of clients. If required, we will arrange:
a). the filing of all outstanding Annual Returns and relevant fees received;
b). a letter of consent from the Revenue Commissioners and
c). the necessary newspaper advertisements for such an application.

In the event that your Company is struck off for failure to file Annual Returns then Morgan McManus Solicitors will arrange the restoration of a company to the Register. This will be done in the prescribed Companies Office manner where the application is made within 12 Months from the date of strike off. Where the Company is struck off for more than 12 months then we will attend to the High Court Application required to reinstate the Company.

11. NOMINEE SHAREHOLDER SERVICE

If you are a shareholder in a Company, then that fact is recorded in the Companies Registration Office. The information is available for inspection by any member of the public or state agency. If a Shareholder wishes to keep his/her shareholding secret, then he/she can use a Nominee Company to hold the shareholding in trust for him/her. The Nominee Company will be the registered owner of the share and the identity of the real owner is kept secret.

Using our own nominee company that will hold the shares in trust, we will arrange the drafting and execution of the Declaration of Trust and Dividend Mandate which records the fact the actual owner of the share is not the Nominee Company. The Declaration of Trust and Dividend Mandate is a secret document, which is not lodged in the Companies Registration Office. As such, anyone doing an investigation of the Company in the Companies Registration Office would not be able to identify the actual owner of the Shareholding.

12. REGISTERED OFFICE SERVICE

For an annual fee, the offices of Morgan McManus Solicitors can be used as the registered office of a Company. This means that all companies registration office notices would be sent to this office and indeed any other official documents. This would ensure that all important notices and letters delivered to the registered office address will not go unchecked or overlooked.

13. 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. It is very easy to infringe Company Law requirements and if that happens then the entire tax planning strategy will fail. You should always consult an expert and Morgan McManus are happy to offer this service.

14. 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 Director of Corporate Enforcement. Your Auditor has no choice in the matter despite that fact that it will mean that the Company will be investigated and that the Directors may end up getting fined or jailed. You should always consult your Legal Advisor before you take a Directors Loan. Morgan McManus Solicitors offer advice in this area.

15. COMPANIES PURCHASING THEIR OWN SHARES

Circumstances can arise where a Company needs to purchase its own shares e.g. to buy out a disgruntled shareholder. There are very complicated Company Law restrictions on a Company’s ability to purchase its own shares. A special “whitewash” procedure must be implemented in order to legalise a Company purchasing its own shares. At Morgan McManus Solicitors we will attend to this for you.