General Company Secretarial
A company may at any point opt to change its registered name and this must be passed by a Special Resolution of the members as either a written resolution or at general meeting.
It’s important to note that the CRO will not accept an application for a change of name unless the company is fully up to date and the same CRO restrictions apply to your choice of company name under a change of name, as do when incorporating a new company. CFI would be delighted to review your proposed new name and advise on whether it is likely to be acceptable.
A company Director is someone who is appointed to manage and run the company. All companies, with the exception of the new form private limited company (LTD) must have two Directors at all time, and all Directors must be 18 years of age or older. Directors can be appointed by the members in general meeting, co-opted to the board by the existing Directors or appointed by any specific mechanism that may be included in the Constitution of the company.
The resignation of a Director is usually effected by a notice given in writing by the resigning officer to the company. Again, companies may also have other provisions in their Constitution governing such an event. The onus is on the company to ensure that any resignation is filed with the CRO and the Register of Directors updated accordingly, and special care must be taken where the resignation of a Director would leave the company with less that the statutory minimum number of Directors required.
Every company must have a Company Secretary. The secretary may be one of the directors of the company, but where there is a single-director company (LTD company type only), the secretary must be separate from the sole director.
The company secretary is appointed by the directors of the company and the directors must ensure that the person appointed has the skills and resources necessary to discharge their statutory duties. As they are appointed, so may they be removed by the Directors.
Vacation of office under the Companies Act 2014 arises if a director becomes bankrupt, is disqualified from office by virtue of a court order, fails to take a share qualification that is required under the company’s constitution or the appointment of a director exceeds the maximum number of permitted directorships. The Constitution of the company may also include other circumstances under which the office must be vacated.
However a director may also be removed by ordinary resolution before the expiration of his term of office. The resolution must be proposed by a member under “extended notice”, i.e. at least 28 days prior to the holding of the meeting where the resolution is to be moved.
Removal of a director in this manner does not affect his or hers right to compensation under the terms of appointment and care must be taken that any action is in line with employment legislation. If the director is also a shareholder he or she may also have remedy for oppression under Section 212 if the Companies Act 2014.
For this reason we would always advise taking the requisite legal advice prior to removing a director in this manner.
Where a director/secretary has resigned but there has been a continuing failure by the company to register that resignation with the CRO, through the filing of a form B10, the resigning officer may file a form B69 to rectify the CRO records.
Whilst the process is relatively straightforward, it is important that all of the stages are completed within a specific time frame in order to complete it successfully and in accordance with the Act.
Every company must have a registered address in the State. It is the official address of the company and the place to which all CRO correspondence and formal legal notices are sent. The address must be a physical location and not just a post office box number.
It is vital that the company’s registered office be kept fully up-to-date at all times, so that the company can be assured of receiving all relevant correspondence.
Certain tax exemptions exist, in respect of certain incomes and/or property, for those companies operating as charities. Some of the exemptions available include those respect of Income Tax, Corporation Tax, Capital Gains Tax and Deposit Interest Retention Tax (DIRT).
The Revenue Commissioners are responsible for the administration and applications from organisations are examined under the headings of:
- Advancement of Education
- Advancement of Religion
- Relief of Poverty
- Other works of a charitable nature that are beneficial to the community
Approved athletic, amateur games and sports bodies may also obtain exemption from Income Tax and Corporation Tax.
The Companies Acts require companies to maintain and make available Registers known as ‘Statutory Registers’. Most commonly these registers are usually found together in a hard bound book called the Combined Company Register which also includes the Register of Allotments and Transfers and a Minute Book.
Maintenance of the Statutory Registers is compulsory for every company under Irish company law, however Companies often only realise the importance of keeping the required statutory books when they are the subject of a due diligence review eg. in an acquisition or merger situation.