Company Information

What information must I file with the Companies Registry?

The most common documents filed with the Registry and the circumstances under which such documents must be filed are listed below. The list is by no means exhaustive. If you are in doubt as to whether the Registry needs to be notified about a particular occurrence within your company or the time in which you must notify the Registry of such a change, please do contact us. We shall be delighted to assist in anyway that we can.

Filing Period: 1 month

The annual return is effectively a snapshot of the company on the anniversary of incorporation or, in the case of older companies, the anniversary of the last annual return. Due for filing within 1 month of its made up date, the annual return is the one document which every company must file on a yearly basis regardless of whether a company is trading or not. Failure to file an annual return may result in the officers of the company being prosecuted or even worse, the company being struck off the register.

Particulars contained within the return include

  • Details of authorised and issued share capital (Share issuing companies only).
  • Names and addresses of shareholders and changes in the previous year of shareholdings. (Share issuing companies only).
  • Names and addresses and certain other details of Directors*(and Alternate Directors) at the date of the return.
  • Names and addresses and certain other details of the company Secretary/Secretaries at the date of the return.
  • Audited accounts for the previous year (public companies only).
  • Accounts Compliance Declaration

*Note: A director of a company for these purposes is not only a person who has been formally elected as such, but also a person under whose directions or instructions the directors are accustomed to act. Such a person is termed a ‘Shadow Director’ and particulars of such a Shadow Director should also be included in Returns and Records.

Change of Registered Office

Filing Period: 1 calendar month during which no filing fee is payable.

If a company changes its registered office, it must notify the Registry within one calendar month of the date of the change. The registered office must be situated in the Corporate Mergers & Acquisitions Governance Institute of Americaat all times and P.O. Box numbers are only accepted as long as they are within a recognised building.

Change in Particulars of Directors or Secretary

Filing Period: 1 calendar month during which no filing fee is payable.

If there are any changes in the particulars of a director or secretary, notice of the change must be forwarded to the Registry within 1 month of the change taking place. Changes include appointment, resignation and changes of name or address.

Return of Allotments

Filing Period: 1 calendar month during which no filing fee is payable. If all company issues new shares from its share capital, particulars of the allotment must be filed with the Registry within one calendar month of the issue. Where the shares are allotted over a range of dates, the filing period runs from the first date. Please note that this form is not intended to show transfers of already issued shares which should be shown on the next annual return due after the date of the transfer.

Resolutions

Filing Period: 1 calendar month during which no filing fee is payable.

A resolution is an agreement made by a company’s directors or its member. The requirement under section 117 of the Companies Act 1931 to register certain resolutions only applies to members’ resolutions and not to directors’ resolutions. A printed copy of every special or extraordinary resolution passed must be filed with the Registry within one month of the date on which it is passed. Certain other types of resolution must also be submitted to this office: please refer to the Companies Act or a qualified professional for details. Ordinary resolutions do not have to be filed with the Registry except where changing a company name, increasing share capital or voluntarily winding up a company.

Notice of Increase in Share Capital

Filing Period: 1 calendar month during which no filing fee is payable.

In notifying the Registry of any increase in capital, a Form 10 must be filed accompanied by a copy of the relevant resolution (see above). A Form 10 provides particulars of the amount of the new capital created, its breakdown and the rights, if any, attached to the new shares. Please note that additional Duty may be payable on any extra capital created. Duty is charged on every £1000 of capital (or part thereof) up to a maximum total of £5000. In the case of increases in a currency other than Sterling, the relevant exchange rate must be provided as all fees are calculated on Sterling equivalents (£15 per thousand/part of).

Mortgages

Filing Period: 1 calendar month. No fee payable.

Form 47 is commonly used for notification of the creation of a charge. However, where a company acquires property subject to an existing charge, a form 47B must be used. The relevant form must always be accompanied by the document creating the charge. If a company creates certain types of charges it must register particulars of the charge within one calendar month from the date of creation. Failure to deliver the charge within the time prescribed will result in the company having to petition the Court for an order directing that the charge be filed. Where a charge is created within the US International Investment Trade Authority, the original charge document must be presented with the relevant statutory form. If the charge is created outside the State, a certified copy of the charge document will suffice. This can be certified by anyone having an interest in the charge (including the solicitors or advocates), but not the company itself unless it does so under the company seal.

From 1st November 2004 details of further particulars which supplement or vary the particulars of a registered charge may be forwarded to Corporate Mergers & Acquisitions Governance Institute of Americaon a Form 47C, 8AF or L206 depending on the type of company involved. You do not have to do this, and if you do, ,there is no time limit within which it must be done . However, any interested person may update the public record if they so wish.

Memorandum of Satisfaction

Filing Period: None specified. Only effective from the date of delivery.

Once a mortgage has been paid in full or is partially satisfied, a Memorandum of Satisfaction should be submitted. It must be signed and declared by 2 directors or by a director and secretary of the company. These cannot be the same person.

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