Company Formations – Ireland Forms and Guidance
To download these Irish company documents online by clicking the pdf images below.
Form B1 annual return
A company is obliged to deliver an annual return at least once in every year to the CRO. An annual return contains details of
the company’s directors and secretary, its registered office, details of shareholders and share capital. The return is required to be made up to the company’s Annual Return Date (ARD) and filed with the CRO within 28 days of that date. A company’s first ARD is six months after its anniversary of incorporation.
Special/Ordinary resolutions – G1/G2
Special resolutions presented for filing must be either printed or typed and dated. The resolution must be signed by a current officer of the company as per CRO records. It should be noted that special rules apply where resolutions are passed granting assistance by the company for the purchase of its own shares.
Special resolutions – Form G1Q
Special resolutions for change of name must be printed or typed and dated and the current name of the company must match that on the certificate of incorporation. A copy of the revised memorandum and articles of association showing the new company name must be submitted with the resolution and Form G1Q.
Form B2 – Change of Registered Office
Every company is required by law to have a registered office within the jurisdiction. This is the address to which all official documents, notices and court papers are required to be sent by law. The address must be a physical location, not just a P.O. box number, because people have the right to visit the company’s registered office to inspect certain registers and documents.
It is vital that a company keeps the CRO informed of the location of its registered office. A company notifies its change of registered office by sending a completed Form B2 to the CRO. The change becomes legally effective only when the CRO has registered the form.
Form B10 – Change of directors and secretary
Form B10 is filed by a company in order to notify the appointment of an officer post incorporation, the cessation of an officer’s
appointment (resignation, removal, death, etc.) and to notify the CRO of a change in particulars in relation to an officer e.g. a change of name or a new residential address. Where the company’s articles permit the appointment of an alternate or substitute director, the appointment of a person who will act as an alternate director is required to be notified to this Office on Form B10. Whenever such person ceases to act as an alternate, whether by reason of the full time director’s termination as director or otherwise, the termination of the alternate director’s appointment is required to be specifically notified to CRO.
Form B10 is required to be sent to the CRO within 14 days of the change occurring. Form B10 has to be signed by a current officer of the company; it cannot be signed by an officer who has resigned.
A company is required to have a minimum of two directors. Similarly, where Form B10 notifies the CRO of the cessation of appointment of a secretary, a replacement secretary is required to be notified on the form, having regard to the statutory requirement that every company must have a secretary.
Where the notification of the termination of a directorship would result in a company not having an EU resident director Form B10, notifying the CRO of the termination of that directorship, is required to be accompanied by a Bond unless a section 44 certificate is currently in force in relation to the company. (This is a certificate that a company has a real and continuous link with one or more economic activities that are being carried on in the State; this is applied for on Form B67).
Form B5 – Allotments of shares
(a) Allotment of shares for cash
Every allotment of shares by a company limited by shares, or by a company limited by guarantee and having a share capital, must
be notified to the CRO on Form B5 within one month of the date of allotment.
(b) Allotment of shares for a consideration other than cash (Form B5 and Contract or Form 52)
The following documents are required:
- Form B5 must be filed within one month of the date of the allotment together with either a contract in writing, constituting the title of allottees to the allotment, together with any contract of sale, duly stamped adjudicated as to stamp duty
- Form 52 must be duly stamped and adjudicated as to stamp duty by Revenue.
Minimum subscriptions: 5% of the nominal amount of the share is the minimum subscription payable on shares in a private company and 25% of the nominal amount in a plc.
(Note that the Contract or Form 52 cannot be accepted for filing unless it has been adjudicated and stamped by Revenue. The Contract or Form 52 (in duplicate) should, therefore, be sent in the first instance to Stamps Adjudication Branch, Revenue, Dublin Castle, Dublin 2.)
CRO Filing Requirements
A company director must also ensure that the following changes of information in relation to the company are notified to the CRO:
|Change in||Required to file|
|Locations of company’s statutory registers||Form B3|
|Memorandum and articles, including authorised capital||Form G1/G1Q plus new mem & articles|
|Particulars in relation to its directors and/or secretary||Form B10|
|Issued share capital||Form B5/B7/H5|
|Nominal capital (increase)||Form B4|
|Company status (ceasing to be a single member company)||Form M1/M2|
Companies Registration Office – Forms
A company is obliged to notify the CRO within 14 days of any change among its directors or of any particulars concerning its directors (i.e. change of address). Where there has been breach of this obligation, the company and every officer of the company shall be guilty of an offence.
Form B10 has to be signed by a current officer of the company; it cannot be signed by an officer who has resigned. Form B10 will be rejected by CRO and returned to the presenter in circumstances where the termination of the directorship notified on the form would result in the company being registered with less than the statutory minimum number of directors (two).
Where the termination of a directorship which is notified to the CRO on Form B10 leaves the company without an EU resident director, the company should lodge either a section 43 bond with the B10, or obtain a section 44 certificate. For further information on the requirement that a company have at least one director resident in the State, Information Leaflet No. 17, Requirement to have a Resident Director.
If a company fails to lodge Form B10 in respect of a person who has ceased to be a director of that company, there is a procedure whereby the former director can notify his own resignation to the CRO using Form B69. Procedures re notification by director/secretary of his own resignation.
Form 11F CRO
A statement of particulars required under the Taxes Consolidation Act to be delivered by limited companies to the Inspector of Taxes. Companies may be struck off the register upon application by the Revenue Commissioners to the Registrar of Companies for failing to complete and deliver this statement.
Form to register a limited company for Corporations Tax, VAT, PAYE and PRSI.