Company Secretary Services
Company Secretary Services
Our specialist knowledge is key to providing high-quality company secretary services.
- Incorporation and establishment services
- Corporate Restructuring
- Registering/Changing Business Names
- Changing of a Company Director or Secretary
- Share Capital change
- Company Termination
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Russell & Co’s Company Secretary Services experience
Through our experienced team of professionals, we guarantee that you get the most effective and efficient service at very competitive rates, saving your company time and costs.
Our knowledgeable team are highly skilled in a full range of company secretary services from corporate governance to share capital.
We take the stress of the unknown away from our clients by ensuring their corporate affairs are in order and they are compliant with the legal requirements set by the Companies Act 2014, the Registrar of Companies, the Revenue Commissioners and the Office of the Director of Corporate Enforcement.
What is the purpose of outsourcing company secretary services?
There have been significant changes in company compliance and governance obligations in the last ten years. This increasingly challenging landscape has caused difficulties for a lot of Irish companies. When the team at Russell & Co. provide company secretary services for our clients we ensure they meet their statutory requirements as outlined by The Companies Act 2014.
Companies who do not meet the statutory requirements set out by the Companies Registration Office are at risk of punishment. The increasing emphasis on compliance by the Companies Registration Office and the oversight by the Office of the Director of Corporate Enforcement means that taking corporate compliance seriously has never been more important for Directors.
There are standard penalties like the late filing penalty of €100 which becomes due in respect of an annual return on the day after the expiry of the filing deadline with a daily penalty amount of €3 accruing thereafter, up to a maximum penalty of €1,200 per return.
However, uncompliant companies are also at risk of more serious penalties like the prosecution of the company and/or its directors, the loss of the audit exemption or the possible involuntary strike-off and dissolution of the company. The automatic loss of audit exemption carries with it a lot of repercussions that are often underestimated by directors. The biggest consequence of losing the audit exemption is that it adds significantly to the cost of the annual accounts for the next two years.
How do our Company Secretary Services help
The main issue faced by Irish companies regarding compliance is that they understand and appreciate their responsibilities but struggle with the overwhelming administration burden.
Working with Russell & Co. simplifies this process for our clients. Russell & Co.’s package of company secretary services will ensure that your business is fully compliant with all relevant legislation. Our familiarity and understanding of the Companies Acts’ provide company directors with the timely support they need in an efficient and cost-effective manner.
Incorporation and establishment services
At Russell & Co., we handle the complex administration and legal requirements of setting up a company for our clients. We provide a full range of trusted and compliant company formation services which allows you to focus their energy on growing their business. The most common incorporation and establishment services our firm provides is for private limited companies.
The process of forming a private limited company takes between 5 to 10 working days. However, the service is quicker if agreed form documentation is used. The fast track procedure can speed up the process to between 5 to 10 working days.
Working with the experienced team at Russell & Co. will save you time and money, as well as reducing the risk of possible penalties if the proper procedures and deadlines are not followed correctly.
Our company secretary services range from standard compliance services through to corporate restructuring. If your company is facing financial problems, whether it be cash flow issues, reduced sales or growing debt, our expert team can help by delivering restructuring solutions to build a platform for quick recovery and continued growth in the future. We review each situation individually and, depending on the situation, make modifications to the financial and operational aspects of the company.
The corporate restructuring team at Russell & Co. has vast experience in reviewing and analysing businesses that have ran into financial difficulty. Whatever the reason for the problems, our aim is always to ensure your company can continue to operate and make a profit.
We have successfully developed and implemented numerous recovery plans for businesses that were in significant difficulty which have enabled the directors of the company to either continue trading or sell the company. We also have an experienced liquidation team in the firm.
Registering/Changing Business Names
There are many factors that may cause a company to change its trading name. For example, a company’s services may have evolved over time and their name wasn’t relevant anymore. It is essential that a company planning to change its trading name is up to date with their annual returns to the Companies Registration Office as their application will not be processed otherwise.
The standard timeframe for a company name change in Ireland to be processed is between 1-2 weeks. The process of changing a company name is not straight forward but our team at Russell & Co. will manage all the steps on your behalf
- Check availability of proposed new company name
- Preparation and filing of Companies Registration Office Form G1Q
- Preparation of an amended Constitution for the company
- Preparation of a Special Resolution, signed by the members
- Directors Board Minutes to pass resolution
- New Company Seal
Changing of a Company Director or Company Secretary
At different stages of a company’s life cycle it is often necessary to change the Company Director or Secretary. An Irish company can change its directors or company secretary at any time. Russell & Co. has carried out this process on behalf of our clients on numerous occasions and we can help you to appoint or resign directors or secretary in your Irish Limited Company. In the case of a Company Director passing away, you should contact us immediately and we can notify the Companies Registration Office.
There are certain legal requirements and rules that a company must adhere to when changing a company director or company secretary. The process is more than merely completing a form and can be difficult. However. Russell & Co. can simplify the process by completing the following for you:
- Preparation and filing of Companies Registration Office Form B10
- Directors Board Minutes to approve appointment/resignation
- If a resignation, a letter stating that the Officer has no claims against the company may be applicable
- If a new Director or Secretary has been appointed, a contract or letter of appointment may be necessary
- Updating of the register of directors, and register of directors’ interests if applicable
Share Capital change
It is important to note that under the Companies Act 2014, a company limited by shares (Ltd.) is not required to have any Authorised Share Capital. They are, however, required to have Issued Share Capital which refers to the shares that have actually been allocated and paid for by the company.
The authorised share capital (also known as the nominal share capital) refers to the total number of share capital a company has available to distribute to its shareholders. Before a company director can distribute shares of a company, they must ensure the company has sufficient share capital.
If the company plans to allocate more than its stated share capital a special resolution must be submitted to the Companies Registration Office.
At Russell & Co., we advise you make your Authorised Share Capital €100,000 divided into €1 each. The reason for this is that not all the Authorised Share Capital has to be used as part of it can remain unissued. It is always better for a company to have a higher Authorised Share Capital as having a low Authorised Share Capital can cause problems in the future.
Give Us A Call Today
Russell & Co. is an experienced provider of Corporate Secretary Services having worked in the area for over 40 years with companies from a variety of sectors, from hospitality to auctioneers. Our primary objective is to support the management in the running of a company at any stage of the company lifecycle.
As experts in all areas of corporate structure, we help small and medium Irish companies meet their statutory obligations and avoid harsh penalties. Company directors need to feel secure in the fact they are keeping abreast of legislative changes, which can be challenging for most companies without expert guidance.
We always ensure high professional and ethical standards while we are carrying out company secretary services including integrity, objectivity, professional competence, confidentiality and professional behaviour.
WOULD YOU LIKE SOME EXPERT HELP?
Russell & Co. can take care of the complex administration issues to guarantee your business remains compliant. We also supply a full range of Accountancy Services to assist your company including; Mileage Rates, Company Formation and Insolvency Advice.