Corporate Governance & Compliance

Statutory Compliance, Maintenance of Registers & Registered Office Services

Annual Statutory Compliance

Once a company has been incorporated, notification must be made to the CRO of any changes to its registered particulars and annual returns and financial statements must be submitted. 

An annual return setting out directors, secretary and share capital details must be submitted by all companies (whether trading or not) to the CRO made up to a date six months from incorporation and thereafter at least once in every calendar year. 

All companies (other than certain unlimited companies) must annex financial statements to the annual return other than the six month annual return.  

To facilitate a particular financial accounting period end, it may be beneficial to either extend or bring forward the annual return date allocated to the Company by the CRO on incorporation.  

In addition to preparing the requisite financial statements, DHKN can guide you in advantageously aligning your company’s annual return date with the financial period end date.

In order to avoid CRO late filing penalties and the possible loss of audit exemption, it is important that your company keeps up to date with its annual compliance obligations with the Companies Registration Office.   

Our annual compliance service will greatly support your company in complying with its annual Companies Act compliance.

Business Name Registration

If a company, individual or partnership wishes to conduct business using a name that is not its own true name, then that business name must be registered as such on the Register of Business Names.  Registration of a business name does not give the holder separate legal personality.  Also, it does not impart to the holder the exclusive right to use of that name.  The purpose of business name registration is to facilitate transparency of ownership of the business name. 

Banks and certain public bodies require proof (in the form of the Certificate of Business Name registration) from those using business names that the relevant name has been registered.  

Stationery should provide details of the business name as appropriate.  

We can arrange for registration of your business name on your behalf and advise you in relation to your responsibilities under the Registration of Business Names Act.

Company Name Change

A company may wish to change its name for a variety of reasons, for example to reflect a change in the business carried on by the company, its ownership, or prior to the company going into liquidation.

We can guide you in relation to the availability of any proposed company names.  Once a suitable name choice has been made, we then follow up with the preparation of a constitution for the company in the proposed company name together with the company secretarial documentation and arrange for the name change application to be filed in the CRO. Company name changes currently take approximately 2 weeks to be registered by the CRO once submitted. 

Company Statutory Registers

The Companies Act 2014 requires that certain statutory registers are maintained, as follows.

  • Register of Directors and Secretaries
  • Register of Members
  • Register of Directors’ Service Contracts
  • Register of Directors’ Interests in transactions 
  • Register of Directors’ and Secretaries’ Share Interests 
  • Register of instruments creating charges   
  • Minute book - General (shareholder) Meetings 
  • Minute book – Directors’ Board Meetings 

Certain inspection rights attach to the various registers.  

Failure to ensure that the registers are maintained is a category three offence under the Companies Act 2014 whilst failure to ensure that the minute books are maintained is a category four offence. 

With the exception of the register of instruments creating charges DHKN will establish and thereafter maintain statutory registers on behalf of your company.  

Where the statutory registers for a company have been lost through time or due to changes of agents, DHKN can assist your company by reconstructing those registers. 
 

Registered Office Services

All registered companies must have a registered office address to which all legal and Revenue Commissioners correspondence will be sent. By agreement, DHKN can authorise you to use its address to be the registered office address for your company.

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