Corporate Governance & Compliance

Quality, Commitment, Service

Quality, Commitment, Service

Our Corporate Compliance team has extensive knowledge and experience in company law matters and provides a complete range of services and advice to Company Directors.

Companies operate in a complex regulatory environment consisting of the Companies Act 2014 and subsequent Companies Acts together with related EU and Irish legislation.   

We work in partnership with our audit and tax teams to provide you with effective solutions for company law issues.
  
We assist Company Directors in ensuring that their Company remains compliant with its statutory corporate compliance obligations.
  
Our team can provide advice and assistance throughout your Company’s lifecycle; from incorporation, through ongoing annual compliance, event-driven restructuring and perhaps eventual strike-off and dissolution.

Our Experts

Robert Clinton

Partner

Audit, Assurance & Advisory

rclinton@dhkn.ie

091-781303

Incorporation, Re-registration & Branch Registration

We provide advice in relation to the company types permitted under the Companies Act 2014 and the type appropriate to your particular circumstances.  
 
For new company formations, DHKN will prepare the draft formation documentation and submit the formation application on your behalf to the CRO.  Incorporation of a company normally occurs within five days of submission of the application to the CRO.

For existing companies, we will assist you in determining the appropriate re-registration structure for your company and thereafter prepare the necessary documentation and deal with the formalities of the re-registration on behalf of your company.

Should you need to establish an Irish registered branch for your company, DHKN will guide you through the requirements and assist you with the initial registration and thereafter the ongoing obligations.

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Constitutional Changes & Share Capital Changes

DHKN can advise and assist you in drafting and amending the constitution for your company and arranging for the adoption and filing of the constitution with the Companies Registration Office.

We also provide expert guidance in relation to all share capital transactions such as creation of new share classes, golden shares, share redemptions, buybacks, share transfers and stamp duty.

We will draft the requisite Board, shareholder resolutions, constitutional documents and CRO forms on behalf of your company and advise you on the requirements for passing shareholder resolutions as contained in the Companies Act. 

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Board Services & Directors' Duties

We can assist your Board in the preparation of board meeting agendas and board meeting packs and provide advice to the chairperson on the conduct of meetings.  If required, we will attend board and shareholder meetings for the purpose of providing advice on company law matters, taking the minutes and thereafter the preparation of draft minutes and arranging for the circulation of same as required.  

We provide guidance in relation to the requirement for certain large companies to establish an audit committee and on the preparation of the Directors’ Compliance Policy Statement and continuing obligations.

We are available to provide training and updates to your board in relation to their responsibilities under the Companies Act. 

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Shareholders’ Agreements & Loan Agreements

A shareholders’ agreement is an agreement between some or all of the shareholders in a company and, in some cases, the company itself, for the purposes of setting out the rights and obligations of the parties involved and providing for the management of the company and to address future issues that could arise that could otherwise cause disagreement or confusion if not agreed in advance.

The importance of having loan agreements in place between directors and their company has become more important than ever since the enactment of the Companies Act 2014.  

We can advise and assist you in considering the matters pertaining to your company that you ought to give consideration to and thereafter draft documentation tailored to your specific requirements.  

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Statutory Compliance, Maintenance of Registers & Registered Office Services

DHKN will assist you to ensure that your company keeps up to date with its compliance obligations with the Companies Registration Office including advising on the optimum alignment of your company’s annual return date with its financial year end, audit exemption and on the filing requirements for small, medium and large companies, groups and unlimited companies.

We will also assist with any other requirements you may have such as business name registration, company name change, the maintenance of statutory registers and registered office services.  

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Strike Off & Restoration

We will assess whether your company meets the criteria for availing of the voluntary strike off procedure and thereafter prepare the necessary Board Meeting minutes, shareholder resolutions, Revenue Commissioners clearance letter and CRO forms to ensure that the voluntary strike off of your company is completed as quickly and efficiently as possible.

A company that has been struck off the Register of Companies and dissolved can be restored to the Register by administrative application (for companies that have been dissolved for less than 12 months (and in the cases of property management companies for less than six years)) or by court order in all other circumstances.  We can advise and assist you in arranging for your company to be restored to the Register using the appropriate procedure.  

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Beneficial Ownership Register

EU legislation introduced a requirement to put in a place a system to record beneficial ownership of shares in companies and Industrial and Provident Societies. Beneficial ownership is defined as being a shareholding of more than 25% in a company. From 15th November 2016, companies must maintain a beneficial ownership register.

We can assist your company in initially establishing its internal Beneficial Ownership Register and thereafter makings it’s obligatory Beneficial Ownership Return to the Central Registry, once this has been established.

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EEA Resident Director Services

An Irish registered company must have at all times:

  • at least one of its directors that is resident in a member State of the European Economic Area; or
  • hold a bond to the value of €25,000; or 
  • hold a certificate of real and continuous link with an economic activity carried on the State.

We are available to advise you in relation to arranging for the procurement of a bond and also in applying for certification of a real and continuous link with an economic activity carried on in the State.

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Management Companies & Charities

We can arrange for the incorporation of a company on your behalf for the purposes of being a management company in relation to the Multi-Unit Developments Act 2011, or draft an appropriate constitution for adoption by an existing company in this regard. 

We can arrange for the incorporation of your company for the purposes of being a Charities Regulatory Authority registered charity or in relation to having Revenue Charitable Tax Exemption, sporting body tax exemption or draft an appropriate constitution for adoption by an existing company in this regard. 

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