S.I. No. 38/2002 - Companies (Forms) Order 2002


I, Noel Treacy, Minister for State at the Department of Enterprise, Trade and Employment, in exercise of the powers conferred on me by sections 127 (as amended by the Company Law Enforcement Act 2001 (No. 28 of 2001)), 395 and 396 of the Companies Act 1963 (No. 33 of 1963), as adapted by the Enterprise and Employment (Alteration of Name of Department and Title of Minister) Order 1997 ( S.I. No. 305 of 1997 )) and the Enterprise, Trade and Employment (Delegation of Ministerial Functions) Order 1998 (S.I. 265 of 1998), hereby order as follows:

1.         (1)       This Order may be cited as the Companies (Forms) Order 2002.

(2)       The Companies (Forms) Orders 1964 to 2001 and this Order may be cited together as the Companies (Forms) Orders 1964 to 2002.

2.         This Order shall come into operation on 1st March 2002

3.         (1)       In this Order-

“Act of 1963” means the Companies Act 1963 (No. 33 of 1963)

“Act of 2001” means the Company Law Enforcement Act 2001 (No. 28 of 2001).

(2)       In this Order a reference to a Schedule is a reference to the Schedule to this Order unless it is indicated that reference to some other Order is intended.

4.         The Fifth Schedule to the Act of 1963 is altered by substituting Form B1 set out in Part 1 of the Schedule for the form set out in Part II (as amended by the Companies (Forms) Order 1991 ( S.I. No 161 of 1991 )) of the said Fifth Schedule.

5.         The Form B73 set out in Part 2 of the Schedule is hereby prescribed as the form to be used for the purposes of section 127(9) (as substituted by section 60 of the Act of 2001) of the Act of 1963.

6.         The Form B73(a) set out in Part 3 of the Schedule is hereby prescribed as the form to be used for the purposes of section 127(11) (as substituted by section 60 of the Act of 2001) of the Act of 1963.

SCHEDULE

PART 1

Companies Registration Office

Annual Return

CRO receipt date stamp

Section 125 Companies Act 1963

Section 127 Companies Act 1963

Section 7 Companies (Amendment) Act 1986

Section 26 Electoral Act 1997

Sections 43-44 Companies (Amendment)(No. 2) Act 1999

Companies (Form and Content of Documents

Delivered to the Registrar) Regulations 2002

___________________________

Companies Acts 1963 to 2001

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NOTES ON COMPLETION OF FORM B1

These notes should be read in conjunction with the relevant legislation.

General

This form must be completed in full and in accordance with the following notes.

Where “not applicable”, “nil” or “none” is appropriate, please state.

Where €/__ appear, please delete as appropriate. Where /_ applies, give the relevant currency, if not euro.

Where the space provided on Form B1 is considered inadequate, the information should be presented on a continuation sheet in the same format as the relevant section in the form. The use of a continuation sheet must be so indicated in the relevant section.

note one

Pursuant to section 127 Companies Act 1963 (inserted by section 60 Company Law Enforcement Act 2001), and with effect from 1 March 2002, the annual return of a company must be made up to a date not later than its annual return date (ARD). The return must be filed with the Registrar within 28 days of the company's ARD, or, where the return has been made up to a date earlier than the company's ARD, within 28 days of that earlier date. Section 127 sets out the manner in which a company's ARD is determined and in which same may be altered. There are severe penalties for late filing of the annual return. Returns made up to a date prior to 1 March 2002: If this form is being used to file such a return, the return ought to be made up to the date which is 14 days after the company's AGM for the year in question and delivered to the CRO within 60 days of the AGM. All other notes are also applicable to such returns. The late filing penalty will be charged in respect of any such return which is delivered more than 77 days after the date to which it has been made up.

note two

Give the date of the commencement and completion of the financial year covered by the accounts presented or to be presented to the AGM of the company for that year. Pursuant to section 7(1A) Companies (Amendment) Act 1986 (inserted by section 64 Company Law Enforcement Act 2001) the accounts must be made up to a date not earlier by more than nine months than the date to which the annual return is made up. In the case of the first annual return since the company's incorporation, the period since incorporation is required to be covered by the accounts. In any other case, the accounts are required to cover the period since the last set of accounts annexed to the company's preceding annual return.

note three

Give the address at the date of this return. Any change of registered office must be notified on Form B2.

note four

If not at registered office, state where register of debenture holders and directors' service contracts/memoranda are retained.

note five

Insert the full name (initials will not suffice) and usual residential address. Any former forename and surname must also be stated. This does not include (a) in the case of a person usually known by a title different from his surname, the name by which he was known previous to the adoption of or succession to the title; or (b) in the case of any person, a former forename or surname where that name or surname was changed or disused before the person bearing the name attained age 18 years or has been changed or disused for a period of not less than 20 years; or (c) in the case of a married woman, the name or surname by which she was known prior to the marriage. Where the secretary is a firm, the corporate name and registered address of the firm must be stated.

note six

Section 26 Electoral Act 1997 requires details of contributions for political purposes, in excess of €5,079 in the aggregate, to any political party, member of the Dáil or Seanad, MEP or candidate in any Dáil, Seanad or European election, made by the company in the year to which the annual return relates, to be declared in the annual return and directors' report of the company in respect of that year. The particulars must be sufficient to identify the value of each such donation and the person to whom the donation was made. A wide definition of donation is set out in section 22/section 46 of the 1997 Act and includes services supplied without charge, a donation of property or goods, or the free use of same.

note seven

Where a company has converted any of its shares into stock, then, where appropriate, the references to shares shall be taken as references to stock and references to number of shares shall be taken as references to amount of stock. The second page does not apply to a guarantee company without a share capital.

note eight

Insert, where applicable. (If share capital has been renominalised pursuant to section 26 Economic and Monetary Union Act 1998 i.e. there has been a decrease in the whole or part of the authorised and issued share capital or in a class of shares as a result of the renominalisation (section 26(4)(a).)

note nine

Details of shares forfeited, shares/debentures issued at discount, or on which a commission was paid including share class, number of shares and amounts in each case.

note ten

Tick the appropriate box (see note one above). A full list is required with all returns. However, this requirement does not apply to a guarantee company without a share capital. Where joint shareholders exist, name either all joint shareholders or the first shareholder and “Another”.

note eleven

Where there are more than eight shareholders, the list should be given on a continuation sheet in alphabetical order.

note twelve

Give the total number of shares held by each member.

note thirteen

Applicable to private companies only. Furnish particulars of shares transferred, the date of registration of each transfer and the number of shares transferred on each date since the date of the last return, or in the case of the first return, of the incorporation of the company, by persons who are still members and persons who have ceased to be members.

note fourteen

With effect from 18 April 2001, every company must have at least one Irish resident director or a Bond or certificate in place pursuant to sections 43(3) and 44 Companies (Amendment)(No.2) Act 1999. Place a tick in the box if the director is resident in the State in accordance with section 43 of the 1999 Act as defined by section 44(8) and (9). If no director is so resident, a valid Bond or certificate must be furnished with the annual return, unless same has already been delivered to the CRO on behalf of the company. (Please note that “Irish resident” means resident in the Republic of Ireland.) See CRO Information Leaflet 17.

note fifteen

Company name and number of other bodies corporate, whether incorporated in the State or elsewhere, except for bodies (a) of which the person has not been a director at any time during the past 10 years; (b) of which the company is (or was at the relevant time) a wholly owned subsidiary; or (c) which are (or were at the relevant time) wholly owned subsidiaries of the company.

Pursuant to section 45(1) Companies (Amendment)(No.2) Act 1999, a person shall not at a particular time be a director of more than 25 companies. However, under section 45(3), certain directorships are not reckoned for the purposes of section 45(1).

note sixteen

Place of incorporation if outside the State.

note seventeen

Tick the relevant box(es).

PART 2

Companies Registration Office

Nomination of a New Annual Return Date

CRO receipt date stamp

Section 127(9) Companies Act 1963 (inserted by section 60

Company Law Enforcement Act 2001)

Companies (Form and Content of Documents Delivered to

the Registrar) Regulations 2002

This form must be filed together with an annual return

and shall be delivered to the Registrar not later than 28

days after the company's existing annual return date. It

is not necessary to annex accounts to the annual return.

___________________________

Companies Acts 1963 to 2001

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NOTES ON COMPLETION OF FORM B73

These notes should be read in conjunction with the relevant legislation.

General

This form must be completed in full and in accordance with the following notes. Where “not applicable”, “nil” or “none” is appropriate, please state

note one

With effect from 1 March 2002, the annual return of a company is required to be made up to a date which is not later than its annual return date (ARD) (Section 127(1) Companies Act 1963 (inserted by section 60 Company Law Enforcement Act 2001)). Section 127 (as amended) sets out the manner in which a company's ARD is determined and in which same may be altered; see below Further Information, Alteration of ARD.

note two

Section 127(5) Companies Act 1963 provides that for companies incorporated prior to 1 March 2002, (a) which have delivered an annual return, the initial ARD is the anniversary of the date to which the most recent annual return delivered to the CRO was made up; (b) which have not delivered an annual return, the initial ARD is the first day after 1 March 2002 that is six months after the date on which the company's anniversary of incorporation falls. For companies incorporated on or after 1 March 2002, the initial ARD is six months after the day of incorporation. ARDs in subsequent years will fall on the anniversary of the initial ARD, unless that date has been altered by the company in accordance with section 127.

note three

Place a tick in the relevant box.

PART 3

Companies Registration Office

Nomination of a New Annual Return Date to

CRO receipt date stamp

Replace Initial Annual Return Date

Sections 127(11) Companies Act 1963 (inserted by section 60

Company Law Enforcement Act 2001)

Companies (Form and Content of Documents Delivered to

the Registrar) Regulations 2002

This form must be filed together with an annual return and shall be delivered to the Registrar not later than 28 days after the company's initial annual return date. It is not necessary to annex accounts to the annual return.

___________________________

Only companies incorporated prior to 1 March 2002 may

use this form.

Companies Acts 1963 to 2001

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NOTES ON COMPLETION OF FORM B73(a)

These notes should be read in conjunction with the relevant legislation.

General

This form must be completed in full and in accordance with the following notes. Where “not applicable”, “nil” or “none” is appropriate, please state

note one

With effect from 1 March 2002, the annual return of a company is required to be made up to a date which is not later than its annual return date (ARD) (Section 127(1) Companies Act 1963 (inserted by section 60 Company Law Enforcement Act 2001)). Section 127 (as amended) sets out the manner in which a company's ARD is determined and in which same may be altered; see below Further Information, Alteration of ARD.

note two

Section 127 (5) Companies Act 1963 provides that for companies incorporated prior to 1 March 2002, (a) which have delivered an annual return, the initial ARD is the anniversary of the date to which the most recent annual return delivered to the CRO was made up; (b) which have not delivered an annual return, the initial ARD is the first day after 1 March 2002 that is six months after the date on which the company's anniversary of incorporation falls. ARDs in subsequent years will fall on the anniversary of the initial ARD, unless that date has been altered by the company in accordance with section 127.

note three

Place a tick in the relevant box.

GIVEN under my hand

15th February 2002.

____________________

NOEL TREACY

Minister for State at the

Department of Enterprise, Trade

and Employment

Explanatory Note

(This note is not part of the Instrument and does not purport to be a legal interpretation)

The purpose of this Order is to amend the form outlined in Part II of the Fifth Schedule to the Companies Act 1963 , as amended by the Companies (Forms) Order 1991 ( No. 161 of 1991 ) by substituting it with the new Form B1. This form updates the form to be completed when furnishing an annual return with the Registrar of Companies. The annual return form requires updating in preparation for the introduction of the new annual return date on 1 March 2002.

The new Form B73 and Form B73(a) have been prescribed for the purpose of section 127 of the Companies Act 1963 as amended by section 60 of the Company Law Enforcement Act 2001 . Form B73 relates to subsection 9 of section 127 and can be used by all companies only once in every five years, to extend the annual return date. Form B73a relates to subsection 11 of section 127 and may be used, only once, by companies incorporated prior to the 1 March 2002 in order to extend the first annual return date post 1 March 2002. Form B73 cannot be used immediately following the use of Form B73a.