Information Leaflet No. 21 GROUNDS FOR RETURNING DOCUMENTS TO PRESENTERS INFORMATION LEAFLET NO.21 / MAY 2017
Introduction Documents which are inaccurately or which are not fully and properly completed may be rejected by the CRO pursuant to section 898 Companies Act 2014. Under s898, if a document delivered to the CRO does not comply with the Companies Act 2014 or with any other requirement of the Companies Act or any requirements imposed by or under any other legislation relating to the completion of a document and its delivery to the CRO, that document may be rejected by the CRO by serving a notice on the presenter indicating the respect(s) in which the document does not comply. Unless a replacement document that complies with the matter(s) identified in the notice is delivered to the CRO within 14 days, the original document will be deemed not to have been delivered to the CRO. This leaflet does not replace the provisions of the Companies Act or any other law applicable to the filing of returns. Every effort has been made, however, to ensure that this is a comprehensive listing of errors and omissions that may be made when completing CRO documents, which errors and omissions will result in the return of the document to the presenter by CRO for amendment. The CRO reserves the right to return any document that is incorrectly completed for any reason not encompassed in this leaflet. The leaflet is divided into two parts. Part I deals with those documents that come within section 898 Companies Act 2014, in relation to which a 14-day rejection notice will issue if a document is inaccurately or not fully and properly completed. Part II (A) lists the documents in relation to which the CRO will not operate the 14-day rejection notice procedure. This does not mean these documents will not be returned for amendment to the presenter if they are inaccurately or not fully and properly completed, rather that a 14-day rejection notice will not be issued by the CRO when returning the document to the presenter. Part II (B) lists certain forms which fall outside the ambit of section 898 Companies Act 2014 and which cannot, therefore, be rejected by the CRO using the 14-day rejection notice procedure. Again, this does not mean that these forms will not be returned for amendment to the presenter if they are inaccurately or not fully and properly completed, just that a 14-day notice will not accompany the rejected document. Any document of a type which is listed in Part I of this leaflet and which is received by CRO will be liable to be rejected by the CRO under the 14-day rejection notice procedure if the document is inaccurately or not fully and properly completed. 2
PART I Documents that fall within s898 Companies Act 2014 Form no. Subject matter Reasons for returning Legal requirement Applicable to all relevant forms Documents are not easily legible and/or are unsuitable for scanning and electronic copying Document page is not A4 size Document page is not made of white paper with matt finish weighing not less than 80 grams/mm2 Print is not black in colour Print is less than 1.8 mm in height Print is not suitable for electronic scanning The margin around printed matter is less than 1cm Document contains a colour other than white of paper and black of printed matter Original document contains coloured print or its pages consist of glossy paper, and a copy of the document or a printer s proof which complies with the Regulations has not been delivered Pages are not kept together by means of clip or staple at top left hand corner or are stitched together or bear adhesive tape Document consists of/contains a carbon copy or photocopy or printed matter from dot matrix computer printer. Space in document for insertion of information has been left blank. Not applicable, nil or none must be inserted if appropriate. Amendments to document are not initialled and dated by at least one of the signatories to the document (or if there are no signatories by at least one person who authorised its production) Reg. 4 Companies Act 1990 (Form and Content of Documents Delivered to Reg. 5(a) Companies Act 1990 (Form Reg. 5(b) Companies Act 1990 (Form Reg. 6(a) Companies Act 1990 (Form Reg. 6(b) Companies Act 1990 (Form Reg. 6(c) Companies Act 1990 (Form Reg. 7 Companies Act 1990 (Form and Content of Documents Delivered to Reg. 8 Companies Act 1990 (Form and Content of Documents Delivered to Reg. 9 Companies Act 1990 (Form and Content of Documents Delivered to Reg. 10 Companies Act 1990 (Form Reg. 11 Companies Act 1990 (Form Reg. 13(1) Companies Act 1990 (Form 1
Applicable to all relevant forms contd A4 Application by PLC to start trading Amendments made to document previously returned by CRO have not been initialled or a new document has not been prepared as requested Company name and/or registered office address is not entered on first page of document in a prominent position Company name and/or registered address does not correspond with information previously delivered to CRO Abbreviated form of company type (eg Limited/Teoranta/ Public Limited Company/ Cuideachta Phoibli Theoranta) has been used in the name of the company in the memorandum or articles of association/constitution Registered office address is given as a P.O. Box Number Individual is not referred to in a document by surname and all of his/her first names Residential address of individual is not stated Where a document is required to be signed, the document has not been signed or the signature is not the original, handwritten signature of the person Date of signature is not stated on document Provision of the Companies Act or of an instrument made under the Companies Act as a result of which a matter has been included in a document is not identified The fee payable is not correct/ not appended CRO has not been notified of the name and appointment of the person referred in the document as being an officer/ liquidator/ receiver/examiner of a company Paid up share capital is Declaration is incomplete Reg. 13(2) Companies Act 1990 (Form Reg. 14(1) Companies Act 1990 (Form Reg. 14(2) Companies Act 1990 (Form Reg. 14(3) Companies Act 1990 (Form Reg. 14(4) Companies Act 1990 (Form Reg. 15(1) Companies Act 1990 (Form Reg. 15(2) Companies Act 1990 (Form Reg. 15(3)(a) Companies Act 1990 Delivered to Reg. 15(3)(b) Companies Act 1990 Delivered to Reg. 17 Companies Act 1990 (Form S889 Companies Act 2014 and Companies Act 2014 (Fees) Regulations 2015 2
B1 Annual return Registered office address is incorrect Name(s) of director and/or secretary supplied do(es) not accord with the name(s) of officer(s) already delivered to the CRO Previous annual returns are outstanding Reg. 14(2) Companies Act 1990 (Form S343 Companies Act 2014/Companies Act 2014 (Forms) (Note: This ground may also be used to reject the document where a company is required to annex financial statements to its annual return, but cannot be used where the company does not have to file financial statements.) There is a period for which accounts have not been filed. Financial Statements have not been filed with the annual return Audited financial statements have not been filed with the annual return (the exemption from audit not having been claimed) Audited financial statements have not been filed with the annual return (the exemption from audit having been claimed but the company not being entitled to claim same) S347 Companies Act 2014 S347 Companies Act 2014 S347 Companies Act 2014 Chapter 14 Part 6 Companies Act 2014; S347/s358 Companies Act 2014 Authorised capital is incorrect. S93 Companies Act 2014 Date return made up to is not inserted Commencement and end of financial year are not given Commencement and end of financial year are not consistent with financial statements attached Financials statements predate the annual return date by more than nine months Director details are EEA residency box is not ticked/there is no EEA resident director/no bond is attached List of directorships is not attached S347 Companies Act 2014/Companies Act 2014 (Forms) S347 Companies Act 2014 S137 Companies Act 2014 S149/347 Companies Act 2014/ Business address is given for director instead of residential address Reg. 15(2) Companies Act 1990 (Form 3
B1 Contd Form is not signed and/or dated who is not currently registered with CRO as an officer of the company Financial statements are not certified as true copies S347 Companies Act 2014 Full financial statements are not filed S347 Companies Act 2014 Exemption from filing full financial statements is not claimed S350-365 Companies Act 2014 Group financial statements are not filed S294 Companies Act 2014 No original signatures certifying financial statements Reg. 15(3)(a) Companies Act 1990 ; s347/348 Companies Act 2014 B1X Voluntary rectification of Financial statements Financial statements are not certified as true copies S347 Companies Act 2014 who is not currently registered with CRO as an officer of the company Audited financial statements have not been filed with the annual return (the exemption from audit having been claimed but the company not being entitled to claim same) Chapter 14 Part 6 Companies Act 2014; S347/s358 Companies Act 2014 B2 Change of registered office address Registered office address is not in the State S50 Companies Act 2014 Address given is a PO Box Number Reg. 14(4) Companies Act 1990 (Form Date on which change became effective is not stated S50 Companies Act 2014 Form is not signed and/or dated who is not currently registered in CRO as an officer of the company 4
B3 Notice of the place where the register of members, register of debenture holders, directors service contracts/ memoranda are kept Effective date is not given Form is not signed and/or dated who is not currently registered in CRO as an officer of the company Tick box(es) has/have not been ticked Address of the register of members is not in the State S216(6) Companies Act 2014 B4 Notice of increase in authorised capital Date of resolution is Share capital is at variance with resolution Conditions attaching to new shares is not stated S93 Companies Act 2014 Registrar) Regulations Form G1 is not attached S198(4)(d) Companies Act 2014 Revised constitution not attached Form is not signed and/or dated S32(3) Companies Act 2014 B10 Change in directors/ secretary or their details Date of appointment/ resignation is Initials are given instead of full name Particulars of secretary are Particulars of director(s) are Business address is given instead of residential address Written consent to act as officer and/or date is/are Changes result in no director (LTD)/one director (other types) remaining Reg. 15(1) Companies Act 1990 (Form S149(8) Companies Act 2014 S149(8) Companies Act 2014 Reg. 15(2) Companies Act 1990 (Form S149(8)/223(3) Companies Act 2014 S128 Companies Act 2014 (LTD)/s.985/ s.1088/s.1194/s.1257 Changes result in no secretary S129 Companies Act 2014 5
B10 cntd Changes result in no EEA resident director and no bond or B67 has been filed S137/140 Companies Act 2014 Form is not signed and/or dated who is not currently registered in CRO as an officer of the company B10a Change in directors address/ name in relation to multiple companies Director is not listed as being a director of a particular company s.149 Companies Act 2014 Form is not signed and/or dated Form is signed by the person whose information is changing B42a Rectification of the Register Rectification does not indicate relevant submission numbers of documents that need amendment S.173 Companies Act 2014 Members agreement notice not attached B46 Notice of authorisation/ revocation of authorisation of a registered person Name, address or occupation details not stipulated s.39 Companies Act 2014 who is not currently registered in CRO as an officer of the company B67 Section 137 certificate Company name is not stated in full Declarant s full name/address is/are Reg. 14(2) Companies Act 1990 (Form S140(2) Companies Act 2014/ Statement from Revenue Commissioners predates B67 by more than two months Statement from Revenue Commissioners is not attached who is not currently registered in CRO as an officer of the company S140(5) Companies Act 2014 S140(4) and (5) Companies Act 2014 6
B68 Exemption re determination of no. of companies of which a person is a director Relevant declaration is not selected Declarant s name and address are not stated in full S142 Companies Act 2014/ Companies Act 2014 (Forms) S142 Companies Act 2014/ Companies Act 2014 (Forms) Box(es) is/are not ticked who is not currently registered in CRO as an officer of the company B69 Cessation as director/secretary where company has failed to file Form B10 Company name is not stated in full Reg. 14(2) Companies Act 1990 (Form Declarant s name and address are not stated in full S152 Companies Act 2014/Companies Act 2014 (Forms) Documentary evidence of registration is not attached S152(3) Companies Act 2014 Box(es) is/are not ticked Company name is not stated in full Reg. 14(2) Companies Act 1990 (Form The person certifying the details has not stated his/her full name/residential address B73 Nomination of new ARD Form is not filed with an annual return which was delivered to the CRO within 28 days of the company s ARD S346(2) Companies Act 2014 Details of current ARD/new ARD S346(2) Companies Act 2014 New ARD nominated is more than six months later than current ARD S346(2) Companies Act 2014 Form is not signed and/or dated who is not currently registered in CRO as an officer of the company Form has been filed before five years have elapsed since the company last established a new ARD using Form B73 S346(4) Companies Act 2014 7
B74/B74a Statement of director s disqualifications Company name is incorrectly stated Director s name is Jurisdiction in which director is disqualified is not stated Disqualification date is Period of disqualification is Form is not signed by the director concerned Reg. 14(2) Companies Act 1990 (Form B83 Alteration of Financial Year End Date Company cannot amend financial year end more than once in five year period unless exempted s.288 Companies Act 2014 Financial year end date changing not indicated C6/C7 Satisfaction of charge The person entitled to the charge has delivered an objection to the registration of a declaration of satisfaction of the charge to the CRO, within 21 days of notice having been sent to that person by CRO that the declaration of satisfaction had been received. S416 Companies Act 2014 D6 Re-registration from Limited to Unlimited Directors details do not correspond with the directorships registered by the company at CRO Memorandum/articles are not in unlimited format S1285(4) Companies Act 2014 Members assent is not supplied S1296(1)(a) Companies Act 2014 D20 Application to re-register company type Statement of compliance not signed by a director or secretary of the company s.1285 Companies Act 2014 Required documents not attached. Special resolution. Copy of new company constitution and members assent to the re-registration may be required 8
E1 Declaration of solvency Statutory declaration of solvency for the purposes of section 207/580 Companies Act 2014 which is made on the date of the passing of the resolution for winding up the company does not state the time of the making of the statutory declaration in the declaration and/or does not state the time of the passing of the resolution in the resolution Reg. 19 Companies Act 1990 (Form (Note: The Declaration of solvency cannot be re-sworn, as it will be ineffective for the purposes of section 580 if it is sworn after the date of the resolution. However, CRO will accept an additional declaration, sworn at this juncture, stating the time of the making of the declaration of solvency and the time of the passing of the resolution to wind up the company as confirmation that the declaration had been made before the passing of the resolution.) E2 Notice of appointment of liquidator Name/address of the liquidator is Method of appointment is Liquidator s dated signature is Copy of a resolution passed by a company for the purpose of a creditors voluntary winding up does not bear a certificate signed by the liquidator of the company to the effect that the copy is a true copy of the resolution Reg. 20 Companies Act 1990 (Form Previous liquidation accounts are required Reg. 22(1) Companies Act 1990 (Form E3 Liquidator s account of his acts and dealings and of the conduct of the winding up Previous liquidation accounts must be submitted in chronological order Reg. 22(2) Companies Act 1990 (Form A copy of the resolution for the winding up of the company has not been received by the CRO Reg. 24(a) Companies Act 1990 (Form An office copy of the order of the court directing the winding up of the company has not been received by the CRO Reg. 24(b) Companies Act 1990 (Form Form does not cover exact period of 12 months (all types of wind up) S680(2) Companies Act 2014 Date of meeting is Account details are not entered on form 9
E3 cntd Annexed account details are not signed by liquidator Form is not signed and/or dated S15(3)(a) Companies Act 1990 (Form S15(3) Companies Act 1990 (Form and Content of Documents Delivered to E4 Liquidator s account under s681 Previous liquidation accounts are required Previous liquidation accounts must be submitted in chronological order A copy of the resolution for the winding up of the company has not been received An office copy of the order of the court directing the winding up of the company has not been received by the CRO Name/address of liquidator is Period to be covered is Dated signature of liquidator is Statement is not completed in full Dated signature of liquidator is Reg. 22(1) Companies Act 1990 (Form Reg. 22(2) Companies Act 1990 (Form Reg. 24(a) Companies Act 1990 (Form Reg. 24(b) Companies Act 1990 (Form The wrong period is covered S681(3) Companies Act 2014 E5 Liquidator s final statement of account Previous liquidation accounts are required Reg. 22(1) Companies Act 1990 (Form Previous liquidation accounts must be submitted in chronological order Reg. 22(2) Companies Act 1990 (Form A copy of the resolution for the winding up of the company has not been received Reg. 24(a) Companies Act 1990 (Form An office copy of the order of the court directing the winding up of the company has not been received by the CRO Reg. 24(b) Companies Act 1990 (Form Form E6 (members voluntary winding-up) is not submitted S705(4)/706(4) Companies Act 2014 Form E7 (creditors voluntary winding up or court winding up) is not submitted S705(4)/706(4) Companies Act 2014 Dates of commencement/ completion of winding up are incorrect S705(4)/706(4) Companies Act 2014 10
E5 cntd Receipts and payments do not balance S705(4)/706(4) Companies Act 2014 E6 Return of Final Members Meeting Previous liquidation accounts are required Reg. 22(1) Companies Act 1990 (Form Previous liquidation accounts must be submitted in chronological order Reg. 22(2) Companies Act 1990 (Form A copy of the resolution for the winding up of the company has not been received Reg. 24(a) Companies Act 1990 (Form An office copy of the order of the court directing the winding up of the company has not been received by the CRO Reg. 24(b) Companies Act 1990 (Form Date of meeting of members is Dated signature of liquidator is Name/address of liquidator is E7 Return of final winding up meetings for members and creditors Previous liquidation accounts are required Reg. 22(1) Companies Act 1990 (Form Previous liquidation accounts must be submitted in chronological order Reg. 22(2) Companies Act 1990 (Form A copy of the resolution for the winding up of the company has not been received Reg. 24(a) Companies Act 1990 (Form An office copy of the order of the court directing the winding up of the company has not been received by the CRO Reg. 24(b) Companies Act 1990 (Form Date of meeting of members is Date of meeting of creditors is Dated signature of liquidator is Name/address of liquidator is E8 Notice of appointment of receiver Name/address of person(s) appointing receiver is (are) not provided Company name is from reference Reg. 14(1) Companies Act 1990 (Form 11
E8 cntd Date of appointment is Name/address of receiver is Description of type of appointment is Details of charge detail are E9 Receiver s abstract Appointment of receiver was not submitted to CRO Previous abstract was not submitted to CRO S430/441 Companies Act 2014 Name and address of receiver is Date and description of authority under which receiver is appointed is Period to be covered in abstract is Details of assets of which receiver has taken possession is The proceeds of sale of any such asset by receiver is Receipts/payments figures are not entered Receiver s dated signature is Receipts and payments figures do not balance S430(3)/441(2) Companies Act 2014 E10 Statement of affairs to be annexed to affidavit or declaration Appointment of receiver was not submitted to CRO Statement is not verified by affidavit S430(1)(b) Companies Act 2014 Statement is not verified by affidavit of one or more directors or by such other persons as are mentioned in section 431(2)(a)(b)(c) and (d) Companies Act 2014 S430(1)(b) Companies Act 2014 Affidavit is signed by one person instead of two Reg. 15(3)(a) Companies Act 1990 Delivered to 12
E11 Notice of ceasing to act as receiver Appointment of receiver was not submitted to CRO Previous abstract is not submitted to CRO Name/address of receiver is Name of company is Date of cessation of receivership is Final Form E9 is not completed up to date of cessation S430(3)/s441(2) Companies Act 2014 Reg. 14(1) Companies Act 1990 (Form S430(3)/s441(2) Companies Act 2014 E24 Notice of petition for appointment of examiner Date of petition is Presenter details are Dated signature of person submitting form is Name/address of examiner is F2 Return of alterations in memorandum/ articles or instrument defining the constitution of the company Evidence of alteration (e.g. copy cert of change of name) is not attached S1302(3)/1304 Companies Act 2014/ Signature of person authorised pursuant to s1302(2)(g)(ii) Companies Act 2014 is Reg. 15(3)(a) Companies Act 1990 Delivered to Consents are who is not currently registered in CRO as a person entitled to execute documents on behalf of the company Attached documents are not certified s.1302/1304 Companies Act 2014/ Translation is not certified as a true copy S1302(3)/1304 Companies Act 2014/ 13
F3 Return of alteration in the list or particulars of (i) directors and the secretary or (ii) persons who are authorised to represent a company to which Companies Act applies or (iii) persons who accept service of documents/ensure compliance. who is not currently registered in CRO as a person entitled to execute documents on behalf of the company F4 Return of alteration in address of branch in State of such company who is not registered as a person entitled to execute documents on behalf of the company S21 Companies Act 1990 (Form and Content of Documents Delivered to Signatures of consent to act in the relevant capacity are F7 Return of accounting documents Financial statements not attached S1303(1)/s1305(1) Companies Act 2014 who is not currently registered as a person entitled to execute documents on behalf of the company Translation of attached financial statements is not certified as true copy S1303(1)/s1305(1) Companies Act 2014 F12 Branch of EEA company Memorandum/articles are certified incorrectly or not at all S1302(1) Companies Act 2014 Memorandum/articles are authenticated incorrectly or not at all Place/country of registration is/are Address/activities of branch is/are Directors details are Extent of powers is Address of authorised person is Signature of person authorised pursuant to s.1302(2)(g)(ii) is Reg. 15(3)(a) Companies Act 1990 Delivered to 14
F12 cntd who is not currently registered in CRO as a person entitled to execute documents on behalf of the company Translations are not certified as true copies S1302(1) Companies Act 2014/ No financial statements are submitted S1302(2)(h) Companies Act 2014 F13 Branch of non- EEA company Memorandum/articles are certified incorrectly or not at all S1304(1) Companies Act 2014 Memorandum/articles are authenticated incorrectly or not at all Translations are not certified as true copies S1302(1) Companies Act 2014/ No accounts are submitted S1304(2)(h) Companies Act 2014 Place/country of registration is/are Address/activities of branch is/are Directors details are Extent of powers are Address of authorised person is Signature of person authorised pursuant to s.1302(2)(g)(ii) is who is not currently registered in CRO as a person entitled to execute documents on behalf of the company Reg. 15(3)(a) Companies Act 1990 Delivered to F14 Closure of branch Signature of authorised person is Reg. 15(3)(a) Companies Act 1990 Delivered to Documents are not attached S1302(3)(e) Companies Act 2014/ as applicable who is not currently registered in CRO as a person entitled to execute documents on behalf of the company Dates are 15
G1 Special resolution A copy of the text of a resolution is not signed by a current director/secretary per CRO register Place of meeting is Date of meeting is Resolution details are Amendments to constitution do not correspond with contents of special resolution An object appearing in the memorandum requires written approval of/licence from competent authority, as applicable, and same has not been furnished to CRO: (i) Banking object (ii) Insurance, assurance or reinsurance object (iii) Broadcasting object (iv) University mentioned in objects (v) Establishment of Irish standard specification(s) mentioned as an object Reg. 23(1) Companies Act 1990 (Form S198(2) Companies Act 2014 (i) S15 Central Bank Act 1971 as amended by Central Bank and Financial Services Authority of Ireland Act 2004 (ii) Life Assurance Reg. 6 EC (Life Assurance) Framework Regulations 1994 (SI No. 359 of 1994) Non-Life Insurance Reg. 6 EC (Non-Life Insurance) Framework Regulations 1994 (SI No. 360 of 1994) Reinsurance - S22 Insurance Act 1989 (iii) S3 Broadcasting and Wireless Telegraphy Act 1988 (iv) S52 Universities Act 1997 (v) S16(7) National Standards Authority of Ireland Act 1996 Document is not legible or suitable for scanning Form E1 is not submitted (in liquidations) Reg. 4 Companies Act 1990 (Form and Content of Documents Delivered to Reg. 23(2) Companies Act 1990 (Form Constitution is not attached S32(3) Companies Act 2014 Company name is from constitution Reg. 14(1) Companies Act 1990 (Form G2 Ordinary resolution A copy of the text of a resolution is not signed by a director/secretary who is currently registered in CRO Reg. 23(1) Companies Act 1990 (Form Place of meeting is Date of meeting is Resolution details are Reg. 2 Companies Act 1990 (Form and Content of Documents Delivered to 16
G2 cntd Document is not legible or suitable for scanning Reg. 4 Companies Act 1990 (Form and Content of Documents Delivered to H1 Restoration Tick box(es) is/are not ticked Company name is not stated in full Date of dissolution is not stated Form is not signed and/or dated Form is not signed by a director/secretary currently registered in CRO Reg. 14(2) Companies Act 1990 (Form Reg. 23(1) Companies Act 1990 (Form H3 Notice of removal of auditor Date of removal of auditor is not stated Company name is not given in full Reg. 14(2) Companies Act 1990 (Form Auditor s name/address is not given in full S385(2) Companies Act 2014 H4 Notice that proper books of account not kept Tick box(es) is/are not ticked Company name is not given in full Reg. 14(2) Companies Act 1990 (Form Auditor s name/address is/are not given in full S392 Companies Act 2014 H5 Company purchase of own shares Form is not signed and/or dated Particulars of shares purchased are not given in full S116 Companies Act 2014/Companies Act 2014 (Forms) H16 Objection to Voluntary Strikeoff Procedure Objection does not meet criteria set out in the Act s.732 Companies Act 2014 Objection overruled by Registrar s.733(2)(a) Companies Act 2014 Objection not received within the required 90 day period s.732(3) Companies Act 2014 H17 Request to cancel Voluntary Strike- Off Form is not signed by a director/secretary currently registered in CRO Reg. 23(1) Companies Act 1990 (Form 17
H17 cntd Cancellation of strike-off request not submitted within required timeframe S.733 Companies Act 2014 ICAV1 Application by Irish company to be de-registered as an Irish company following conversion to ICAV Form is not signed by a director/secretary currently registered in CRO Reg. 23(1) Companies Act 1990 (Form Details of registered ICAV not submitted on form Company not registered as an ICAV 18
PART II (A) Documents that the CRO does not intend to or is unable to return to the presenter pursuant to s898 Companies Act 2014 A 14-day notice will not issue with a returned document for the reasons set out below Form No. Subject matter Reasons for returning Legal requirement Applicable to all forms Particulars furnished to CRO (other than company name and registered office) do not accord with the CRO record: (i) List of shareholders (ii) Authorised share capital (iii) Issued share capital (iv) Director s details other than name (v) Secretary s details other than name (vi) Current constitution Refused under common law. The CRO assumes the CRO register to be correct. Any submission which does not accord with same will be returned to the presenter on the basis that erroneous information has been included in the submission. If the CRO register has not been kept up-to-date by the company, the correct course is for the company to amend the CRO register in accordance with the Companies Act, and to relodge the submission corresponding with the corrected CRO register. A1 Company incorporation Proposed company name is refused S26(4)/969/1008/1178/1237 Companies Act 2014 Company name on Form A1 does not correspond with that on accompanying memorandum/articles/ constitution Reg. 14(1) Companies Act 1990 The correct company type is from the name of the company (limited/teoranta - Private company limited by shares only S26(4) Companies Act 2014 Public Limited Company/ Cuideachta Phoiblí Theoranta is from the name of the company - public limited company only s.1008 Companies Act 2014 Designated Activity company/ cuideachta ghníomhaíochta ainmnithe is from the name of the company - designated activity company only s.969 Companies Act 2014 Company limited by guarantee/ cuideachta faoi theorainn ráthaíochta is from the name of the company - guarantee companies only s.1178 Companies Act 2014 Unlimited company/cuideachta neamhtheoranta is from the company name - unlimited companies only s.1237 Companies Act 2014 Abbreviated form of company type description has been used in the name of the company on Form A1 and/or in the constitution Reg. 14(3) Companies Act 1990 Registered office address furnished is not in the State S50 Companies Act 2014 19
Form No. Subject matter Reasons for returning Legal requirement A1 cntd Registered office address which has been furnished is a PO Box Number Business address(es) is/are given instead of residential address(es) of individual(s) Reg. 14(4) Companies Act 1990 Reg. 15(2) Companies Act 1990 S149(2)(c) Companies Act 2014 Secretary details are S22(2)(b) Companies Act 2014 Director details are S22(2)(a) Companies Act 2014 Initials are given instead of full name Lists of directorships are not attached Director or secretary is not over eighteen years old Reg. 15(1) Companies Act 1990 S22(3) Companies Act 2014 S131 Companies Act 2014 A bond is not attached, there being no EEA resident director Form A1 does not contain the minimum number of directors specified in the Act or, where the constitution contains the names of the first-appointed directors and first-appointed secretary, does not contain the said names S137 Companies Act 2014. Reg. 18(1)(a) Companies Act 1990 Required number LTD - s.128 DAC - s985/ PLC - s1088/ CLG - s.1194/ Unlimited - s.1257 Bond effective date is incorrect S137 Companies Act 2014/ Companies Act 2014 (Bonding) Order 2015 Subscriber details do not correspond with details in constitution Form A1 has been signed by a company purporting to act as agent for all or any of the subscribers to the constitution Where a subscriber to the constitution is a company, Form A1 has not been signed by an officer of the company authorised in that behalf General description of activity does not correspond with NACE Code S22 Companies Act 2014 Reg. 18(1)(b) Companies Act 1990 Reg. 18(2) Companies Act 1990 S22(7) Companies Act 2014/ A full postal address is not given for place of activity/ central place of administration. S22(2)(e) Companies Act 2014/ Place of activity is not in the State S24(2) Companies Act 2014/ 20
Form No. Subject matter Reasons for returning Legal requirement A1 cntd Declaration on Form A1 has not been made on or after the date of Form A1 or the date of the constitution of the company Reg. 18(3) Companies Act 1990 Dated signatures have been from form Company name is from constitution Form and content of document delivered under Fé Phrainn company incorporation scheme is not in compliance with the rules and requirements of that scheme An object appearing in the Constitution requires written approval of/licence from competent authority, as applicable, and same has not been furnished to CRO: (i) Banking object (ii) Insurance, assurance, or reinsurance object (iii) Broadcasting object (iv) University mentioned in objects (v) Society, co-op or cooperative mentioned in objects (vi) Establishment of Irish standard specification(s) mentioned as an object Reg. 15(3) Companies Act 1990 S19/967/1006/1176/1233/1234 Companies Act 2014 Reg. 16 Companies Act 1990 (Form and Content of Documents Delivered to (i) S15 Central Bank Act 1971 as amended by Central Bank and Financial Services Authority of Ireland Act 2004 (ii) Life Assurance Reg. 6 EC (Life Assurance) Framework Regulations 1994 (SI No. 359 of 1994) Non-Life Insurance Reg. 6 EC (Non-Life Insurance) Framework Regulations 1994 (SI No. 360 of 1994) Reinsurance - S22 Insurance Act 1989 (iii) S3 Broadcasting and Wireless Telegraphy Act 1988 (iv) S52 Universities Act 1997 (v) Refused under common law - such entities are regulated by the Registrar of Friendly Societies. Written approval from competent authority is required. (vi) S16(7) National Standards Authority of Ireland Act 1996 Object required written approval of competent authority other than as set out above, and same has not been furnished to CRO Refused under common law Constitution is not divided into paragraphs and numbered consecutively Signatures of subscribers to constitution are not witnessed/ dated S19/967/1006/1176/1233/1234 Companies Act 2014 and Schedules to 2014 Act S19/967/1006/1176/1233/1234 Companies Act 2014 21
Form No. Subject matter Reasons for returning Legal requirement C1 Registration of charges 21 day time limit is exceeded S409 Companies Act 2014 A description of the charge is not provided S409 Companies Act 2014/ and Reg. 12 Companies Act 1990 Particulars in respect of the applicable charge are Company name is not compatible with company number S409 Companies Act 2014/ and Reg. 12 Companies Act 1990 S409 Companies Act 2014/ and Reg. 12 Companies Act 1990 Presenter details are S409 Companies Act 2014/ and Reg. 12 Companies Act 1990 Adequate short particulars of the property charged have not been inserted in the relevant section of the form The short particulars of the property charged exceeds 250 words S409 Companies Act 2014/ S409 Companies Act 2014/ C1a Notice of intention to register particulars of a charge by a company incorporated in the State: Stage One of Two Company name is not compatible with company number S409 Companies Act 2014/ and Reg. 12 Companies Act 1990 The short particulars of the property charged exceeds 250 words s409 Companies Act 2014/ Adequate short particulars of the property charged have not been inserted in the relevant section of the form s409 Companies Act 2014/ Particulars in respect of the applicable charge are s409 Companies Act 2014/ and Reg. 12 Companies Act 1990 22
Form No. Subject matter Reasons for returning Legal requirement C1a cntd Relevant form C1b is not submitted within 21 days s.409(4) Companies Act 2014 C1b Confirmation of particulars of a charge created by a company incorporated in the State: Stage Two of Two Company name is not compatible with company number s409 Companies Act 2014/ and Reg. 12 Companies Act 1990 21 day time limit is exceeded s409 Companies Act 2014/ C10 Judgment Mortgage Company name is not compatible with company number Relevant judgment mortgage document not attached s413 Companies Act 2014 E10 Statement of affairs to be annexed to affidavit or declaration If sworn abroad, further legalisation of document may be required Section 886 Companies Act 2014 G1Q Change of company name Current company name is incorrect Reg. 14 Companies Act 1990 (Form and Content of Documents Delivered to Proposed company name is refused S26(4)/969/1008/1178/1237 Companies Act 2014 Proposed company name on Form G1Q does not correspond with that on constitution Reg. 14(1) Companies Act 1990 Relevant company type information is Reg. 14(3) Companies Act 1990 Abbreviated form of Company Type has been used in the name of the company on Form G1Q and/or in the constitution of the company Reg. 14(3) Companies Act 1990 Special resolution section is not completed and Content of Documents Delivered to Special resolution address is and Content of Documents Delivered to Special resolution date is and Content of Documents Delivered to Tick box(es) not ticked (director/ secretary) and Content of Documents Delivered to 23
Form No. Subject matter Reasons for returning Legal requirement G1Q cntd Form is not signed and/or dated Reg. 15(3) Companies Act 1990 who is not currently registered in CRO as an officer of the company and Content of Documents Delivered to N1 Conversion to new simplified limited company type Company type is not private limited by shares incorporated under old companies acts s.59 Companies Act 2014 Form is not accompanied by new constitution/resolution to apply change (where applicable) s.59 Companies Act 2014 Form not certified by director in section 60 application s.60 Companies Act 2014 N2 Conversion to DAC company type Company type is not private limited by shares incorporated under old companies acts Resolution to change not passed within 3 months prior to end of Transition Period Designated Activity Company suffix not added to name S.63 Companies Act 2014 s.56 Companies Act 2014 s.63 Companies Act 2014/s.969 Proof of exemption not attached s.971 Companies Act 2014/ Ministerial letter not provided under s.1446 N3 Alteration of company name to meet new Companies Act requirements Company is not a company registered under previous Companies Acts. Required suffix not added to company name proof of exemption not attached 24
PART II (B) The following forms all fall outside the ambit of s898 Companies Act 2014 and so cannot be rejected using the 14-day notice Form No. Subject Matter Reasons for returning Legal requirement RBN1 Registration of Business Name by an individual Wrong form is completed Full residential address is not given. Proposed business name is refused on the basis that it is undesirable (this includes an activity where written approval or licence is needed from competent authority, where such approval or licence has not been granted) Nature of business is not adequately detailed Form is not signed/dated Complete date of adoption of business name is not given Principal place of business given is not a full, permanent address within the State Incorrect fee/no fee is attached Non-EEA national does not have business permission from Department of Justice and Equality S14 Registration of Business Names Act 1963 S4 and 5 Registration of Business S3 and 4 Registration of Business S17(1)(a) Registration of Business The registration of a business name by a person must not contravene the law. If a person requires permission from a Government Department in order to carry on business in this jurisdiction, but does not have that permission, the Registrar of Business Names will refuse an application for the registration of a business name by such person. RBN1A Registration of Business Name by a partnership Wrong form is completed Residential address is not completed 25
Form No. Subject Matter Reasons for returning Legal requirement RBN1A cntd Only one signature from one partner is given Proposed business name is refused on the basis that it is undesirable (this includes an activity where written approval or licence is needed from competent authority, where such approval or licence has not been granted) Nature of business is not adequately detailed Form is not signed/dated Complete date of adoption of business names is not given Principal place of business given is not a full, permanent address within the State Incorrect/no fee is attached Non-EEA national does not have business permission from Department of Justice and Equality S5 Registration of Business S14 Registration of Business Names Act 1963 S4 and 5 Registration of Business S3 and 4 Registration of Business S17(1)(a) Registration of Business The registration of a business name by a person must not contravene the law. If a person requires permission from a Government Department in order to carry on business in this jurisdiction, but does not have that permission, the Registrar of Business Names will refuse an application for the registration of a business name by such person. RBN1B Registration of Business Name by a body corporate Nature of business is not adequately detailed Form is not signed/dated Form is not signed by a director or secretary of the body corporate Body corporate applicant is not registered with the CRO, either as a company incorporated within the State or as an external company having a place of business or a branch in the State 26
Form No. Subject Matter Reasons for returning Legal requirement RBN1B cntd The registered office address does not accord with the CRO record Trading address is given instead of registered office address Wrong form is completed Complete date of adoption of business names is not given Proposed business name is refused on the basis that it is undesirable (this includes an activity where written approval or licence is needed from competent authority, where such approval or licence has not been granted) Nature of business is not adequately detailed Form is not signed/dated Complete date of adoption of business names is not given Principal place of business given is not a full permanent address within the State Incorrect fee/no fee is attached Nature of business is not adequately detailed S4(f) Registration of Business Names Act 1963 S14 Registration of Business Names Act 1963 S3 and 4 Registration of Business S17(1)(a) Registration of Business RBN2 Change in particulars registered by an individual Principal place of business given is not a full permanent address within the State S7 Registration of Business Business name is not registered S7 Registration of Business Names Act 1963 Incorrect fee/no fee is attached S17(1)(a) Registration of Business 27
Form No. Subject Matter Reasons for returning Legal requirement RBN2 cntd Form is not signed/dated Change(s) in particulars is/are not clearly stated S7 Registration of Business S7 Registration of Business RBN2A Change in particulars registered by a partnership Business name is not registered S7 Registration of Business Names Act 1963 Incorrect fee/no fee is attached S17(1)(a) Registration of Business Form is not signed by all partners S7 Registration of Business Change(s) in particulars is/are not clearly stated S7 Registration of Business RBN2B Change in particulars registered by a body corporate Business name is not registered S7 Registration of Business Names Act 1963 Incorrect fee/no fee is attached S17(1)(a) Registration of Business Form has not been signed by a director or secretary of the body corporate S7 Registration of Business Change(s) in particulars is/are not clearly stated S7 Registration of Business RBN3 Cessation of business under a business name by a registered individual, partnership or body corporate Business name was never registered S7 Registration of Business Names Act 1963 Form is not signed/signature requirements are not fully complied with S12 Registration of Business 28
Form No. Subject Matter Reasons for returning Legal requirement RBN3 cntd Form has been signed by someone else on behalf of the person who is obliged to complete the form S5 Registration of Business Names Act 1963 provides that 1) The statement required for the purposes of registration must be signed a) in the case of an individual - by him, and b) in the case of a body corporate - by a director or secretary thereof, and c) in the case of a firm, either - i) by all the individuals who are partners, and by a director or the secretary of all bodies corporate who are partners, or ii) by some individual who is a partner, or a director or the secretary of some body corporate which is a partner, and in a case to which paragraph (c) (ii) applies, there must be verification by a statutory declaration made by the signatory. S7 (registration of changes) extends the foregoing requirements to statements of changes in particulars. The forms prescribed by Business Names Regulations (SI No. 291 of give effect to the requirements of s5 Registration of Business Names Act 1963. 29