Ireland

Company Secretarial practice 

In addressing the specific requirements of our clients, KPMG’s Corporate Legal Advisory Services practice works closely with our tax and audit departments to provide company secretarial advice and services.

Company secretarial practice

KPMG’s Company Secretarial services include:

 

 

Company formations 

KPMG’s CLAS practice incorporates companies for many purposes, tailoring the memorandum and articles of association to the specific needs of each client. This can involve, for example, drafting a suitable principal objects clause to cover the purposes for which the company is being formed, or making provisions for specific share class rights.

 

Commonly, in connection with company formations, we can make an application to have a trading name registered as a business name. In line with the statutory requirement that every company registered in Ireland must have its registered office in the State, we provide registered office facilities for the receipt of communications and notices addressed to the company, and can also provide service of process facilities.

 

Compliance services

Post-incorporation, there is a wide variety of statutory compliance obligations imposed by the Companies Acts, most of which involve the imposition of time limits with which companies must comply in order 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 file audited financial statements; to prepare and file an annual return; and to maintain certain statutory registers such as the Register of Members, the Register of Directors and Secretary, and the Register of Officers’ Interests. It is a statutory requirement that minutes of meetings of directors and minutes of general meetings be maintained. With these requirements in mind, we provide a broad range of company secretarial compliance services in relation to statutory filing requirements, including maintaining statutory books and records, and preparing annual returns.

 

Secretariat services 

We can provide secretariat services upon request, which involves assisting in the preparation of agendas for board meetings, attending the board meetings, acting as meeting secretary, dealing with any technical queries that may arise, and preparing and circulating minutes of the meetings.

 

Company secretarial support service

  • Depending on the specific requirements of the companies involved and particular corporate activity and structures, we can provide other services such as:
  • Advising companies, company directors and secretaries on their obligations, rights and on new developments under the Companies Acts and under EU law
  • Registration of foreign corporations’ branches and places of business in Ireland
  • Preparation of the documentation underlying the issue, transfer, redemption and buy-back of shares
  • Restoration of companies (which have been struck off) to the Register of Companies
  • Re-registration of limited companies as unlimited companies
  • Re-registration of unlimited companies as limited companies
  • Re-registration of private companies as public companies
  • Advising on the method of dissolution of solvent non-trading companies
  • Advising on the voluntary strike-off of companies where they have ceased trading
  • Members’ voluntary liquidations (including preparation of documentation, advising the liquidator or acting as liquidator