Governance & Compliance Update: Top Tips for Post Incorporation Obligations
05 March 2019
Once a company has been registered it is important to have regard to the various post incorporation statutory obligations set out under the Act. A number of these key post incorporation statutory requirements are highlighted below.
Holding the first board meeting
As a matter of good corporate governance, the directors should arrange to hold the first board meeting as soon as possible after incorporation. The purpose of the first board meeting is to note and resolve various post incorporation matters such as noting the names of the first directors, the company secretary and the shareholders and resolving to adopt a company seal, to approve the issue of share certificates to the subscribes, to appoint statutory auditors and to open a bank account.
After incorporation the company should issue share certificates within two months from the incorporation date. Where additional shares are allotted to new or existing shareholders, the share certificates should be issued within two months from the date of allotment.
Obtaining a company seal
All companies must have a common seal, often referred to as a ‘company seal’. The Act provides that the seal should only be used with the authority of the directors or of a committee of the directors. Before affixing the seal to any document it should be approved by the directors, or a committee as the case may be, and such approval should be recorded in the minutes of the board or committee meeting. Unless a company’s constitution provides otherwise, any document to which the seal is affixed must be signed by a director and countersigned by a second director, the secretary or some other person appointed for that purpose.
If authorised by its constitution, a company may also have an official seal for use abroad. This seal resembles the common seal of the company, with the addition of the name of the place outside of Ireland where it is to be used. Unlike the company seal, the official seal for use abroad may be used by a single person (agent), who has been authorised by the company in writing under its common seal.
Maintenance of statutory books and registers
The Act provides that companies must maintain various statutory books and registers, including, but not limited to, a register of members, register of directors and secretaries, register of directors' and secretaries' interests in shares and debentures, register of debenture holders (PLCs only), register of beneficial owners and accounting records. A company also has to keep minutes of its general meetings and the directors are obliged to keep minutes of all directors' meetings.
Under the Act certain books and registers must be held at the registered office of the company. Where a register or document to which these provisions apply is kept at a place in the State other than a company’s registered office address, the company must notify the CRO on a Form B3 of the address where they are held, and of any changes to the address where they are held.
Annual return filing obligation
Companies must file an annual return with the Companies Registration Office (“CRO”) once every year. The annual return (Form B1) is a document which sets out certain information in respect of a company including details of the directors, share capital and shareholders. The first annual return date (“ARD”) for a new company will be the date which is six months after its incorporation. The annual return must be electronically filed within 28 days of the ARD and the original signed form lodged at the CRO within a further 28 days of the date of e-filling. The first ARD cannot be changed. Subsequent ARDs can be changed and in some cases extended. Subject to limited exceptions, the audited financial statements must be annexed to the annual return. These will become publicly available once filed at the CRO.
A company is exempt from the requirement to file financial statements with the first annual return, but financial statements must be filed with each annual return thereafter. The financial year end of a company may be no earlier than nine months before the ARD (the 9 month rule) and should not exceed a period of 18 months.
The Act imposes a number of post incorporation statutory compliance obligations on companies, the majority of which involve time limits with which companies must comply to avoid the possibility of penalties being imposed on the company and/or its directors. These obligations include the requirement to hold annual general meetings; to prepare and file audited financial statements; to prepare and file annual returns; and to maintain certain statutory books and registers.
For expert legal guidance on post incorporation obligations, please contact a member of our Corporate Governance & Compliance team.
The content of this article is provided for information purposes only and does not constitute legal or other advice.