NOTES ON COMPLETING NEW COMPANY ORDER FORM

1. Company Name

A list of 3 company name options should be provided. The proposed name may be refused if:-

- it is identical or similar to a name already on the Register of Companies
- it is offensive
- it would suggest state sponsorship

The proposed name should be as distinguishing as possible from a Company already registered. OmniPro can check the proposed name before the order form is completed. A company name may also be reserved with the CRO.

N.B. OmniPro can only advise on a company name and the Companies Registration Office make the final decision on receipt of the incorporation documentation and they have the right to refuse the proposed name. Please see our information leaflet on Company Names for more details.

2. Company Type

There are 3 main types of Companies, Private Company Limited by Shares, Company Limited by Guarantee without a Share Capital and a Public Limited Company. The most common type of company used is a Private Company Limited by Shares. Guarantee Companies are usually used for Not-For-Profit Companies or Property Management Companies.

Private Company Limited by shares – Minimum of 1 member – Max 99

Company Limited by Guarantee without a Share Capital – minimum of 7 members

Public Limited Company - Minimum of 7 members

Unlimited Company - Minimum of 2 shareholders

3. Principle Objects Clause

A detailed description of what activity the Company is going to carry out should be provided. Under the CRODisk Scheme, we are limited to an objects clause of 40 words or less. If you wish to have an objects clause longer than 40 words, this application will have to be submitted manually. A manual submission is more expensive and may take up to 21 days for the Companies Registration Office to form the Company.

A Company must appear to the Registrar of Companies to carry on an activity in the State otherwise the Company will not be incorporated.

4. Share Capital

The authorised share capital figure is the maximum amount of share capital the company can issue – Commonly €1,000,000 or €100,000. This figure may be increased but cannot be decreased unless by a High Court Order.

The issued share capital is the number of shares being issued to the subscribers – commonly 1 share, 2 shares, 10 shares, 20 shares or 100 shares. A share gives the shareholder a vote in the Company and consideration should be given when deciding the number of shares to be issued to each Shareholder.

Shares are usually issued as Ordinary Shares, however other Share Classes may be set up

The amount per share is the cost of each share – usually €1.Shares may also be issued at a premium and the amount paid by premium must be disclosed.

Companies Limited by Guarantee without a Share Capital need not complete this section.

5. Directors and Secretary Details

A minimum of 2 Directors is required to set up a Company. At least 1 Director must be a registered European Economic Area Director. In the absence of an EEA Director, a Section 43 Bond must be taken out and filed with the incorporation documentation.

A body corporate cannot act as Director.

A Director should disclose all information requested on the form regarding their personal details

Any Director who has been disqualified or restricted from acting as a Director or Secretary or who is an Undischarged Bankrupt in Ireland or in another jurisdiction, must disclose this information to the Companies Registration Office. Failure to disclose this information is an offence and the Director maybe prosecuted in the High Court. A form B74 must be completed and submitted to the Companies Registration Office together with the A1 Form.

A list of current or past worldwide directorships held by each Director in the last 10 years should be attached to the order form.

A Director may act as Director and Company Secretary of the new company.

A body corporate may act as Company Secretary

OmniPro act as Company Secretary and resign on the date of incorporation to facilitate the signing of the statutory declaration on the A1 Form

6. Subscriber Details

If the subscribers and the Directors/Secretary are the same, only the names and the number of shares to be issued should be entered.

The number of shares issued to each shareholder must be disclosed. Each share gives the shareholder a vote in the Company and it is important that the new shareholders decide the number of shares to be issued. A shareholders agreement should be considered when forming a Company.

7.Registered Office Details

The registered office must be situated in the State. The address must be a physical location and not a post office box number. A letter addressed to the company at its registered office address must be capable of being delivered by An Post. It is very important that the address of the Registered Office is correct, as this is the address all legal documents will be sent.

8. Payment

Payment of the Company Formation invoice should be submitted with the signing documentation when returned to our offices. If payment is not received in full when the Company is formed, the Company Pack will not be released until all liabilities have been discharged.

Payment may also be made by Bank Transfer and Credit Card. Payments made by Credit Card will be subject to a €5 handling charge unless otherwise notified.

All invoices are issued in the name of the firm identified as contact details for incorporation purposes in the order form and that firm is solely responsible and liable to discharge the amount due in full. All cheques should be made payable to OmniPro Corporate Consultants

9. Resubmissions

A resubmission charge will be levied where OmniPro advise that a company name will not be approved and the CRO subsequently reject the application. The resubmission charge will be €50. The resubmission charge will apply on the first and any subsequent resubmissions taken contrary to the advisement of OmniPro.

10. Cancellation Fee

A cancellation fee, of €50 will be charged when the signing documentation has been issued and the firm has confirmed in writing that the formation is not proceeding. The cancellation fee will also apply in absence of receiving written confirmation if the signing documentation has not been returned 12 months after the initial date of issue of the signing documentation. This cancellation fee shall be paid by the named firm as specified above by cheque, credit card of bank transfer.

If, after cancellation, the formation goes ahead after the 12 month period, the €50 paid will be deducted from the cost of the formation.

11. Length of Formation

The average Company Formation takes approximately 6 working days. However, this is dependent on how quick your client signs the formation documentation and returns them to our offices. We are also dependent on the Companies Registration Office to form the Company within their stated guidelines. The CRO have advised that Companies will be formed, under the CRODisk Scheme, within 5-7 working days. However, Companies maybe formed quicker or take longer than the stated guidelines. We will advise you how quick the CRO are taking to form companies, however we cannot guarantee the Company being formed within stated the guidelines.