Company Secretarial Services

Company Secretarial Services Ireland

Having a Team of qualified Company Secretaries who bring with them their experiences from large and small in-house teams and other professional service providers, here at FCS Services we have the experience and technical knowledge to provide a fully comprehensive company secretarial service, which can include:

Company Formation

If you need assistance with the formation of an Irish Company FCS Services will be happy to assist you with the incorporation of a Company that will be tailored to meet your requirements. If speed is a priority we have template constitutions already registered with the CRO which enables us to move forward quickly once our client’s needs are identified. If you are not familiar with the process of forming a Company in Ireland we will be happy to guide you through the process.

If you are thinking of setting up a Company in Ireland please see here for some of the key points that should be considered.

Appointed Company Secretary

The role of Company Secretary can be wide ranging and Directors have a statutory duty to ensure that the person appointed as Secretary has the skills or resources necessary to discharge his or her statutory and other duties.

There are many benefits of having a dedicated in-house Company Secretary, but for many Companies this is not a feasible option and the role of Company Secretary is often added to the burden of a senior executive. If this scenario sounds familiar perhaps you should consider the benefits of using an external Company secretarial service provider, such as FCS Services, either as the named Company Secretary or to provide assistance to the named Company Secretary.

As an external Company secretarial providers, FCS Services can offer a tailored service to meet the needs of your organisation, large or small, on a continuous or ad hoc basis.

If you feel your Company could benefit from the services of experienced qualified Company Secretaries why not give FCS Services a call.

Annual Compliance

Every Irish registered Company is required to carry out certain actions or make filings with the CRO on an annual basis and in certain circumstances. At FCS Services we can assist companies in ensuring they are aware of and can meet all of these annual requirements and continuing ongoing obligations.

Filing Annual Returns

FCS Services would be happy to assist with the preparation and e-filing of your Annual Return. We are familiar with the requirements of the CRO and can advise regarding the strict timeline that must be met. Please note that there are a series of potential consequences for failure to file an Annual Return by the filing deadline, including late filing penalties to a maximum penalty of €1,200 per return, the loss of audit exemption for two years, involuntary strike off, and prosecution of the Company and/or its Directors in the event of continuous non-compliance. Ensure that your Company meets its Annual Return Deadline by contacting FCS Services today.

Approval of Financial Statements

The financial statements of your Company must be approved by the Board of Directors and laid before the Company members each year. FCS can prepare the necessary documents, or assist with physical meetings, tailored to the requirements of your Company for this approval process.

Obligation to Maintain Certain Registers

Company registers and the Company minute book. FCS Services offers the services of writing up and maintaining Company Registers using specialised Company secretarial software and would be happy to brief you on what records your Company should be maintaining.

Registered Office Facility

Every Irish registered Company must formally register an address in Ireland. This address must be a physical location (it cannot be a PO Box) which will need to be registered with the CRO upon incorporation and is the address to which all CRO documentation and legal notices will be issued.

If your Company does not have an appropriate Irish address to use as your registered office address FCS Services can provide this address, together with a mail forwarding service, for you at a competitive price. Our service can be tailored to meet your business needs, with post forwarded at a schedule that suits you. For further information on our Registered Office Facility Service please contact us.

Statutory Registers

Every Company is required to maintain certain Statutory Registers, however, due to normal business pressures, outside of regulated or listed entities maintenance of these registers tends to drop down, and in some cases, off the ‘to do’ list.

What are the consequences for a Company of not being able to produce their up-to-date Company Registers? Putting aside the Company’s and Director’s statutory duty to maintain such, at some point in most growth/development discussions a Company’s Register of Members and Register of Directors will be required. Post establishment of a Company any allotment of shares or share transfers become effective on the entry of them into the Register of Members, this is the prima facie evidence of the ownership of the shares. The inability to provide a current (and correct) Register of Members at relatively short notice could seriously delay and in some cases lose, the next “big” growth/investment opportunity. Every change in Director(s) and Company Secretary must also be recorded in the Registers of Directors and Secretaries.

If you are looking to the future for your business and thinking about outside investment, you may want to consider a quick “health check” of your Company Registers, which we at FCS Services can assist you with.

Share Capital Changes

If you are considering changes to your share capital and would like expert advice and step by step assistance FCS Services can help with a range of share capital changes including:

  • Share transfers;
  • Share allotments;
  • Share redemptions and buybacks; and
  • Alterations in share capital

Please let us know what changes are required and FCS Services can assist.

Voluntary Strike-offs

If you have one or more dormant companies it may be worth considering if there is a continued need to retain this Company. Companies, even dormant companies, cost time and money to ensure statutory records and filing obligations are met. In an environment where businesses are facing ever increasing administrative burdens it may be worth considering whether retaining dormant companies makes sense or if it is time to consider dissolving the Company.

If there is no business purpose in retaining the Company and the Company has ceased trading, or indeed has never traded, and has no outstanding creditors then there may be a simple low cost solution to help ease the administrative burden, a voluntary strike-off.

There are certain criteria that must be met to ensure that a Company can apply to the Registrar to be voluntarily struck off;

  • the Company has never carried on business or has ceased to carry on business;
  • the Company has filed all outstanding Annual Returns with the CRO;
  • the assets or liabilities of the Company do not exceed €150; and
  • the Company is not a party to ongoing or pending litigation.

Once these criteria are met the Company then needs to complete a few simple steps.

If your require assistance with a voluntary strike-off we would be happy to assist you with all the required steps all the way to strike-off.

Change of Director/Secretary

Ensuring that appointments and resignations of officers are dealt with appropriately at the outset can help ensure that future difficulties do not arise. Companies must ensure that Directors are appointed and removed in accordance with the Company’s constitution and that the requirements of the Act are met, simply filing a B10 at the CRO is not sufficient.

If you would like assistance in ensuring that a change in officer in your Company is dealt with correctly then we would be happy to assist. We will draft the required minutes or resolutions, letters of resignation or appointment, prepare and file the CRO forms and update the necessary registers.

Company Name Change

What’s in a name? Business will hopefully still be as sweet following a name change, but changing the Company name is a task that can have a major impact on a business. Here at FCS Service we can;

  • Check potential names with the CRO to ensure that they are both available and acceptable, If your Company name is too similar to an existing Company name it may not be accepted by the CRO;
  • We can prepare the necessary Special resolution of the members;
  • We can prepare Directors Board Minutes to pass the resolution;
  • We can prepare and file the CRO Form G1Q;
  • We can order a new Company Seal; and
  • We will guide you on the requirements regarding letterheads, signage, websites etc.

On registration, a certificate of change of name will be issued by the CRO. The new name may not be used by the Company until this certificate has been issued. The change of name is effective from the date on the certificate. Once your Company name is changed please ensure that signage, letterheads, invoices, websites etc. are updated to reflect the new Company Name.

Update Your Constitution

Is your Company’s Constitution fit for purpose? The Companies Act 2014 (the “Act”) replaced the previous Companies Acts in 2015. The transition period following the introduction of the Companies Act 2014 allowed Companies’ time to convert to a LTD or DAC. If your Company didn’t take action they were automatically converted under the default provisions of the Act into the new form Limited Company at the end of this transition period. If your Company converted under these default provisions of the Act you should consider updating/replacing the existing Memorandum & Articles, now a “Constitution” to provide clarity and certainty going forward.

  • LTD’s do not have a physical Constitution unless they converted by choice during the transition period or have since adopted a Constitution. If you have not done either of these then your Constitution is a “deemed” document made up of their existing Articles (i.e. no Memorandum) with any provisions that conflict with the mandatory provisions of the Act  taken out.
  • Lack of a Constitution could lead to missed opportunities (for example, inability to provide documents required for financing discussions, investor negotiations, submitting tenders, etc at short notice).
  • Confusion may arise as to what Directors have the authority to do as they will have no clear regulations (document) to work with.
  • Companies may not be able to avail of the flexibilities included within the Act if their existing Articles specifically provide otherwise (one typical example is the provision within the Act which permits LTDs to have a sole Director, however, if that Company’s existing Articles of Association specifically state the minimum number of Directors as 2, then this flexibility cannot be availed of until the Constitution is amended).

If you require assistance in adopting a new constitution please contact us.

Company Re-registrations

Is your Company registered as the right type of Company? If your Company type does not meet your business requirements, then under the Companies Act 2014 it is possible to change Company Type by the process of re-registration.

In order to re-register it will be necessary to pass appropriate resolutions, complete and file the necessary form with the CRO, and to adopt an appropriate constitution for the new Company type.

Once the appropriate filings have been registered with the CRO, the Registrar will issue a new certificate of incorporation acknowledging the change in Company type. When this certificate is issued the change of Company type becomes effective, not beforehand. It is important to remember the implications of a change in Company type on a Company name (e.g. Ltd or DAC)

If you would like assistance re-registering your Company, we would be happy to be of assistance and to guide you through the process.

FCS Services... Corporate Governance and Company Secretarial Specialists