Terms of Business

1. Company Name

A list of 3 company name options should be provided. OPCC can check and advise the proposed name before the order form is completed, however ultimately it is the CRO who have final say on the name. OPCC does not take responsibility for a name being rejected or accepted. A company name may also be reserved with the CRO — an additional charge may apply.

Guidelines on Company Names

CRO Guidelines for names which if not followed may result in name refusal:

• It is identical or similar to a name already appearing on the register of companies
• It is offensive
• It would suggest state sponsorship
• Names containing certain words cannot be used unless approved by relevant bodies:
  • The words “bank”, “banker”, “banking”, “banc” may only be used with the permission of the Central Bank of Ireland
  • Words such as “society”, “co-op” or “co-operative” cannot be used unless prior permission has been granted by the Registrar of Friendly Societies
  • The words “University”, “Regional Technical College” and “Institute of Technology” cannot be used unless permission has been granted by the Department of Education
  • The word “architect” either alone or in combination with any other words cannot be used unless a Notice of Determination has been issued by the RIAI. This does not apply to “landscape architect”, “naval architect”, “architectural technician”, “architectural technologist” and similar terms
  • If a name implies specific functions e.g. “holding company”, “group” etc., further information may be required by the CRO to support the application — OPCC can assist with this
  • In the case of the word “Charity”, further information may be sought by the CRO
  • The use of the word “standard” is prohibited

For further information on Company Names please see: https://www.cro.ie/Registration/Company/Incidental-Obligations/Company-Name

Name Objection

Section 30 of the Companies Act 2014 states that if your chosen name is too similar to the name of another company, an objection on grounds of similarity could be made in writing to the Registrar of Companies within six months following the incorporation of your company.

If the Registrar directs a company to change its name, such change must take place within six weeks of the date of the Registrar’s direction. A company that fails to comply will be eligible for prosecution.

2. Company Type

There are 4 main types of Companies. The most common type 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 149 members
• Company Limited by Guarantee without a Share Capital – minimum of 1 member
• Public Limited Company
• Unlimited Company

3. Principal Objects Clause / NACE

Object Clause

A detailed description of what activities the Company will carry out should be provided. You 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, which may result in an additional charge and may take up to 14 days for the CRO to form the Company.

For CLGs who wish to apply for Charity Status with CRA, a main object and three ancillary objects are required. For further detail see: https://www.charitiesregulator.ie/en/information-for-charities/registering-a-charity

NACE Code

A company may not be incorporated and registered unless it appears to the Registrar that the company, when registered, will carry on an activity in the State. The general nature of the activity and the appropriate NACE Code Classification must be included on the Form A1. Where a company is being formed to carry on two or more activities, the particulars should relate to the principal activity.

Further information: https://www.cro.ie/Registration/Company/Incidental-Obligations/Activity-in-State

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. Authorised Share Capital is no longer required under Companies Act 2014 for Limited Companies.

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. Shares are usually issued as Ordinary Shares, however other Share Classes may be set up. Please contact OPCC for queries relating to other share classes. The amount per share is 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

Company Director

A minimum of 1 Director is required to set up a LTD Company, and a minimum of 2 Directors for all other Companies. At least 1 Director must be resident in the European Economic Area (EEA). In the absence of an EEA resident Director, a Section 137 Bond must be taken out and filed with the incorporation documentation. OPCC can assist with this if required. A body corporate cannot act as Director.

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 CRO. A form B74 must be completed and submitted to the Companies Registration Office together with the A1 Form. If the above relates to a Director please contact OPCC prior to the submission of the Company Order Form.

A list of current or past worldwide directorships held by each Director in the last 5 years should be attached to the order form.

Under Section 35 of Corporate Enforcement Authority Act 2021 the CRO requires PPSN for Directors to be submitted. The PPSN must match the Director’s forename, surname and date of birth with DEASP records. Alternatively if a Director has a RBO transaction number or an IPN as supplied by CRO this can be used.

Company Secretary

Every Company must have a Secretary. This can be a natural person or a body corporate. Under Companies Act 2014 for Limited Companies where there is one Director, that same Director cannot be the Company Secretary.

What if a Director does not have a PPSN?

For Directors who do not have a PPSN, the Registrar has determined that the Form VIF will be the method used to verify the person’s identity. Alternatively if they are in receipt of an RBO Number this can be used. Please inform OPCC if your Director requires a VIF.

6. Subscriber Details

The number of shares issued to each shareholder must be disclosed. Where the share class is not indicated OPCC will include Ordinary Share Class. If you require a different share class please inform OPCC prior to sending in the order form. There may be an additional fee for the drafting and addition of a varying share class into the Constitution of the Company.

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. Please include total amount paid for shares; if left blank it will be assumed the shares were paid at nominal. If a shareholders agreement is being included please inform OPCC who may need to adjust the Constitution of the Company accordingly.

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.

Post incorporation please be aware S.49(a) CA2014 requires that a Company ‘shall display its name in a conspicuous position, in letters easily legible, outside every office or place in which its business is carried on and at its registered office’.

8. Rejected Submissions

Company Directors

Under Section 35 of Corporate Enforcement Authority Act 2021, the CRO is required to validate data entered on the Register with DEASP to ensure the details are that of a natural person. Failure of the details not matching may result in the submission being rejected. A new application will need to be completed and uploaded again through the CRO online filing portal with the correct details. Common errors for returns being rejected include:

• PPSN is incorrect
• Date of Birth is incorrect
• Mismatch on names

General

The CRO has the right to return or reject an application. OPCC will communicate this to the person listed on the Order Form in order to resolve the issue and resubmit the incorporation. Returned or Rejected Submissions will cause delays to the incorporation process. An amended Constitution or Form A1 may need to be signed by the parties listed on the order form.

9. Length of Formation

Submission to CRO

In most cases OPCC will submit a Company incorporation through the CRO Fé Phráinn A1 Scheme which has an average turnaround time of 5 working days. Where a manual submission is required the average turnaround time is 10 working days. OPCC cannot guarantee the Company being formed within the stated guidelines.

For up-to-date filing timelines see: https://www.cro.ie/en-ie/About-CRO/Whats-New/Daily-Processing-Times

10. Post Incorporation

OPCC is not responsible for an entity’s Post Incorporation filing e.g. Annual Return, RBO etc. It is the responsibility of the Directors of the entity to ensure all filings are up to date for the Company.

11. Beneficial Owner Notes

It is the entity’s responsibility to supply OPCC with whom their beneficial owners are. OPCC does not take responsibility for the identification of an entity’s beneficial owner.

Article 3(6), 4AMLD, defines a “beneficial owner” as a natural person who directly or indirectly owns or controls over 25% of the share capital or the voting rights or control by any other means.

Shareholders Agreement

OPCC will need to review any shareholders agreement to establish the beneficial owner. On return of the completed checklist please also return a copy of such shareholders agreement.

Golden Share

This allows the holder of such share control over the board of directors of that company. Where such a share is issued by the company, the holder of this share may also be considered the beneficial owner. If this is the case for your entity please inform OPCC.

Trusts

• Bare Trust – assets (shares) held by trustee for the benefit of another person(s). The Beneficiary has the absolute right to the capital and assets within the trust, as well as the income generated from these assets.
• Discretionary Trust – assets are held for a group of beneficiaries, who can receive their entitlements as prescribed by the trustee. Beneficiaries have no interest in the assets for legal or taxation purposes until such time as the assets are passed out to them.

12. Incomplete Checklists

If the checklist is returned to Tax Direct Corporate Consultants Limited incomplete, the checklist will be returned for completion and the beneficial owner(s) will not be filed on the RBO.

13. Filing as per Order Form

By ticking yes, you are permitting Tax Direct Corporate Consultants Limited to file with the RBO the beneficial owner(s) exactly as what was submitted on the Order Form of the company. As part of the service we will also review your company records. Note however you are ultimately responsible for disclosing who the beneficial owner is.

14. Rejected Submissions

The RBO is required to validate data entered on the central register with DEASP to ensure the details are that of a natural person; failure of the details not matching may result in the submission being rejected. A new application will need to be completed and uploaded again through the RBO online filing portal with the correct details. Common errors for returns being rejected are:

• PPSN is incorrect
• Date of Birth is incorrect
• Mismatch on names

Please indicate on the form if you would like us to contact the beneficial owner directly if a rejection occurs.

15. BEN2 / VIF

For beneficial owners who do not have a PPSN, the Registrar has determined under Regulation 21(2)(b), SI 110/2019, that the Form BEN2/VIF will be the method used to verify the person’s identity. Please inform Tax Direct Corporate Consultants Limited if your beneficial owner requires or already has an RBO transaction number as supplied by submission of the BEN2.

Any relevant entity that fails to file a PPSN with the RBO where such a number has been assigned to a beneficial owner, and/or submits a BEN2/VIF application where a PPSN exists for the beneficial owner, will have committed an offence — attention is drawn to Regulations 28(5) and 28(7) of SI 110/2019 in this regard.

16. RBO Time Frame

Any entity in existence before 22 June 2019 must deliver the relevant beneficial ownership information to the Central Register. It is the responsibility of company officers to obtain and confirm beneficial ownership, keep the register current and deliver such information in prescribed form to the RBO within the relevant time frame.

17. Anti-Money Laundering and Customer Due Diligence

Tax Direct Corporate Consultants are required to complete Customer Due Diligence on all company formations. We require you as a Designated Person to confirm under the AML section of the Order Form that:

• You are a designated person as defined in S.25 of the Criminal Justice (Money Laundering & Terrorist Financing) Act 2010, as amended
• You have performed appropriate Customer Due Diligence on this business relationship in full compliance with the Criminal Justice (Money Laundering & Terrorist Financing) Act 2010, as amended
• If requested to do so, you will forward to OPCC any documents or information relating to the customer that you have obtained in applying CDD

18. Payment Terms

All professional fees are subject to VAT at a rate of 23%. Our fee is payable in full upon presentation of the invoice. If additional work is to be completed outside the scope of the initial application, for example a new share class or additional clauses in the constitution, there may be an additional fee payable on issuance of the invoice.

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 Tax Direct Corporate Consultants.

Payment may be made by Bank Transfer, Credit Card or Cheque. Details for bank transfers can be found on the invoice.

19. RBO

It is the responsibility of the company itself to interpret and identify who the beneficial owner(s) are. Unless requested to do so, OPCC will not file the beneficial ownership on your behalf.

20. Confidential Information

Tax Direct Corporate Consultants Limited shall not disclose to third parties any information acquired in the course of professional work without your specific consent, except where there is a legal right or duty to disclose it.

21. Taxation Advice Not Provided by Tax Direct

OPCC has not been engaged to provide tax advice in relation to this service. Should you wish to engage OPCC for tax advice on your incorporation please contact OPCC.

22. GDPR

During our engagement, you may disclose personal data to OPCC in order to facilitate the provision of our services. The processing of personal data is regulated in Ireland by the General Data Protection Regulation EU 2016/679 as supplemented by the Data Protection Act 2018.

We shall only process personal data in order to provide our services to you, in order to comply with our legal or regulatory obligations, or where it is necessary for the purposes of our legitimate interests. Our privacy notice can be accessed at https://taxdirect.ie/privacy-policy/.

23. Data Processor Agreement

23.1 Introduction

This agreement regulates Tax Direct Group (the “Data Processor”) processing of personal data on behalf of the client (the “Data Controller”) and is attached as an attachment to the Professional Service Agreement. In certain instances, Tax Direct Group can assume the responsibility of Data Controller.

23.2 Legislation

The Data Processor Agreement shall ensure that the Data Processor complies with the applicable data protection and privacy legislation, including in particular The General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679).

23.3 Processing of Personal Data

The purpose of the processing under the Service Level Agreement is the provision of the Services by the Data Processor. “Personal data” includes any information relating to an identified or identifiable natural person as defined in GDPR, article 4(1). The Data Processor only performs processing activities that are necessary and relevant to perform the Main Services.

23.4 Instruction

The Data Processor may only act and process the Personal Data in accordance with the documented instruction from the Data Controller, unless required by law to act without such instruction. The Data Controller is responsible for ensuring that all individuals who provide written instructions are authorised to do so.

23.5 The Data Processor’s Obligations

• Confidentiality – The Data Processor shall treat all Personal Data as strictly confidential information. It may not be copied, transferred or otherwise processed in conflict with the Instruction.
• Security – The Data Processor shall implement the appropriate technical and organisational measures in accordance with GDPR article 32.
• Data Subject Rights – The Data Processor shall assist the Data Controller in responding to data subject requests within reasonable time. If the Data Processor receives a request from a data subject, it must immediately forward the request to the Data Controller.
• Personal Data Breaches – The Data Processor shall give immediate notice to the Data Controller if a breach occurs that could lead to the accidental or unlawful destruction, loss, alteration, or unauthorised disclosure of personal data.
• Data Transfers – Ordinarily, the Data Processor will not transfer data to countries outside the European Economic Area. Only storage solutions that provide secure services with adequate relevant safeguards will be employed.

23.6 Sub-Processors

The Data Processor is given general authorisation to engage Sub-Processors, provided the Data Controller is notified in writing before any agreements are made. If the Data Controller wishes to object, they shall give notice in writing within 10 business days. Absence of any objections shall be deemed consent to the relevant Sub-Processor.

23.8 Limitation of Liability

The total aggregate liability of the Data Processor shall be subject to the “Limitation of Liability” clause set out in the Main Service Level Agreement. Nothing in this DPA relieves the processor of its own direct responsibilities and liabilities under the GDPR.

23.9 Duration

The Data Processor Agreement shall remain in force until the Main Service Level Agreement is terminated, at which point all Personal Data will be deleted or returned except where retention is required by Applicable Law.

23.10 Data Protection Officer

The Data Processor will appoint a Data Protection Officer where such appointment is required by Data Protection Laws and Regulations.

23.11 Termination

Following expiration or termination of the Agreement, the Data Processor will delete or return to the Data Controller all Personal Data in its possession as provided in the Agreement except to the extent the Data Processor is required by Applicable Law to retain some or all of the Personal Data.