Changing The Share Capital

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In this 1 Hour Online CPD Course Conor Sweeny of OmniPro provides a comprehensive overview of the Company Law issues in relation to Changing the Share Capital of a Company.

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Changing The Share Capital

  1. 1. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. In Association with:- Online CPD for Accountants & Professional Advisors Changing the Share Capital Presenter: Conor Sweeney, B.A., F.C.I.S., Dip Corp Gov. CPDStore.com Unit 3, South Court, Block D, Iveagh Court, Wexford Road Business Park, 5 – 8 Harcourt Road, Carlow. Dublin 2. 059 9183888 01 4110000 www.OmniPro.ie www.CPDStore.com
  2. 2. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Changing the Share Capital Contents Page Changing the Share Capital 1 Supporting Documentation 16 CRO Forms 19
  3. 3. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Shares & Share Capital Share Capital • Share Capital • Share Capital Classifications • Share Certificates • Transfer of Shares • Allotment of Shares • Changes in Share Capital • Section 40 OmniPro Education & Training 1 of 33
  4. 4. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Share Capital • What is a share? - An intangible accumulation of rights, interests and obligations • The rights: – Attend and vote at general meetings – A proportion of the profits of a company – dividend – The capital surplus on winding up – Right to notice & information from Company Share Capital • Allow a Company raise funds to carry out activities and make a return for members • Members can invest & make a return • Acquire another firm or gain control of a company Share Capital • A shareholder is a member of a company whose liability is limited to the amount unpaid on its shares • Sec 31(1) CA 1963 “The subscribers to the memorandum of a company shall be deemed to have agreed to become members of the company and on its registration, shall be entered as members on its Register of Members.” OmniPro Education & Training 2 of 33
  5. 5. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Share Capital Classifications • Authorised Share Capital – maximum amount of share capital which can be issued per the Memorandum • Issued Share Capital – Number of shares allotted to members • Nominal Value – Monetary value given to a share Share Capital Classifications • Paid up Capital – Issued share capital fully paid by the members • Uncalled (unpaid) Share Capital – The amount of issued share capital that has not yet been paid and thus the members are still liable for • Share Premiums – Difference between nominal price and what is actually paid for the shares Share Capital Classifications • Ordinary shares unless specifically otherwise stated – Check Articles for rights – A Ordinary, B Ordinary etc shares etc • Same as ordinary may have different voting rights attached or dividend policies • Preference shares – – Cumulative or non cumulative – Cumulative unless specifically otherwise stated – If profits are not sufficient to pay dividend, payable when company has sufficient profit • Redeemable Shares • Debentures and Loan Stocks OmniPro Education & Training 3 of 33
  6. 6. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Share Capital Classifications • Rights of Preference Shares – Income – fixed rate. – Voting - Often non voting – Redeemable • Redeemable at some future date. Fixed or determinable by the Board with a set amount of notice • Articles must permit redemption. • Articles may require amendment – Winding Up • Priority payment to ordinary shareholders on paid up amount • Usually get no share of assets available for members thereafter upon wind up Share Certificates • Sec 86 CA, 1963 states that each shareholder is to be furnished with a share certificate • Prima facie evidence of ownership • Completed and issued within 2 months • Signed – 2 Directors or Director & Secretary & Company Seal • Valuable document Transfer of Shares • Ability of shareholders to transfer shares to existing shareholders or third parties • Sec 79 – 90 of Companies Act 1963 • Regulation 22 – 28 Table A • Directors have right to refuse any transfer of shares in a Private Limited Company OmniPro Education & Training 4 of 33
  7. 7. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Transfer of Shares • Review Memo & Arts – Restriction of transfer • Complete written stock transfer form • Board meeting to approve transfer of shares • Table signed stock transfer form • E-file Stamp Duty form through ROS Transfer of Shares • Stamp Duty payable – 1% of consideration - exempt if consideration is less than €1,000 – statement signed on back of form • Once Stock Transfer Form & Stamp Certificate received, write up Reg of Members (latest date) • Cancel old certificates and issue new certificate • Update Register of Transfers & Interests • Transfer – shown on Members section Annual Return Procedure & Docs • Board Minute • Stock Transfer Form • SDR2 Stamp Duty Return or ROS • Share Certificate • Update Registers • M1 or M2 CRO forms (if necessary) OmniPro Education & Training 5 of 33
  8. 8. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Allotment of Shares • The Directors of a Company may allot shares in the capital of the Company, if they have the authority, to existing shareholders or third parties • Allotment used to raise money for the Company • Sec 20 C(A)A, 1983 – The Directors of a company shall not exercise any power of the company to allot relevant securities unless the directors are… authorised to do so by - the company in general meeting - the articles of association of the company Authority To Allot Shares • Directors may not allot shares unless have power • Renewed every 5 years • Ordinary Resolution – G2 form • May have to amend Articles of Assoc • G1 & Amended Memo & Arts Increase in Authorised Share Capital • Before shares may be allotted, Co. must have sufficient unissued authorised share capital • Check Memo & Arts • If not must increase authorised share capital • Sec 68 CA, 1963 power to alter its share capital OmniPro Education & Training 6 of 33
  9. 9. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Increase in Authorised Share Capital • Board meeting • Written Resolution of Members / EGM(75%) • G1 Special resolution form • Form B4 – Old authorised share capital – Increase in share capital • Revised M&A reflecting increased share capital • File at CRO within 15 days of passing resolution - €15 per document Form B4 • Company No. • Company Name • Date of Increase • Existing Authorised Share Capital • Value of Increase of Authorised Share Capital • Total Authorised Share Capital • Division of Share Capital & Rights attached • Signed by current Director or Secretary Pre-Emption Rights • Sec 23 C(A)A 1983 ( a ) shall not allot any of those securities on any terms to any person unless it has made an offer to each person who holds relevant shares or relevant employee shares to allot to him on the same or more favorable terms a proportion of those securities which is as nearly as practicable equal to the proportion in nominal value held by him of the aggregate of relevant shares and relevant employee shares; and ( b ) shall not allot any of those securities to any person unless the period during which any such offer may be accepted has expired or the company has received notice of the acceptance or refusal of every offer so made OmniPro Education & Training 7 of 33
  10. 10. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Pre-Emption Rights • Pre-emption – right of first refusal • Sec 23 is usually dis-applied in Articles of a Private Limited Company • Pre-emption rights maybe waived by the members • Articles should always be reviewed prior to allotment Allotment of Shares • Directors announce intention to allot • Individual or entity apply for shares • Check Articles of Assoc for pre-emption rights • Pre-emption – right of first refusal existing shareholders • Shares issued for cash or non cash • Cash and / or non cash consideration Form B5 and Form 52 Allotment of Shares • Shares maybe issued at a premium • Money is transferred into Share Premium A/c • Shares cannot be issued for a discount OmniPro Education & Training 8 of 33
  11. 11. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Allotment of Shares • Hold board meeting – table letters of application • Approve allotments • Write up Register of Members & Reg of Allotments • Receive payment for shares • Issue share certificates • File B5 at CRO within 1 month (Form 52) B5 Form • Company No. • Company Name • Registered Office • Date of Allotment • Allottees - Full Name and Address - Share Class - Number of Shares allotted B5 Form • Presenter Details B - Consideration for allotments - Cash - Non-cash - Both cash & non-cash C – Consideration for cash - Number of shares - Share Class - Nominal value per share - Amount paid or due to be paid - Amount paid or due including premium OmniPro Education & Training 9 of 33
  12. 12. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. B5 Form D – Non-cash consideration - Number of shares - Share Class - Nominal value per share - Amount to be treated on each share • Form should be signed by current Director or Secretary of the Company Changes in Share Capital • Consolidation • Division • Conversion • Subdivision • Redemption • Cancellation • Form 28, G1 & Memo & Arts of Association Redemption of Shares • Sec 207 CA, 1990 allows a Co. to issue redeemable shares • Co.’s may only issue & redeem redeemable shares provided the following are met; (a)The issue and redemption of redeemable shares is authorised by the Co. Arts of Assoc; (b)The nominal value of issued share capital which is not redeemable is not less than 10% of the nominal value of the total issued share capital of the Co.; OmniPro Education & Training 10 of 33
  13. 13. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Redemption of Shares (c) the shares redeemed are fully paid; (d) terms of the redemption provide for payment in full; (e) The funds used to finance the redemption must be from profits which are available for distribution; (f) Where shares are cancelled, such shares may also be redeemed out of proceeds of fresh issue of shares made for the purpose of redemption; Redemption of Shares (g) Any premium paid on the redemption of the shares must be paid out of profits available for distribution (h) Where shares were issued at a premium, any premium payable on the redemption, maybe paid out of proceeds of a fresh issue of shares made for that purpose up to an aggregate of the premium received on issue of shares redeemed or the current amount in Share Premium Account Redemption of Shares • Sec 210 CA, 1990 permits a Company to convert share capital to redeemable share capital • Redeemed shares may be: - cancelled - retained by company – treasury shares OmniPro Education & Training 11 of 33
  14. 14. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Redemption of Shares - Procedure • Board Meeting • EGM (75%) / Written Resolution • G1 Special Resolution – New Share Class & power to issue or convert redeemable shares • Amended Memo & Arts • Board Meeting • EGM / Written Resolution • G2 & Form 28 – Redeem & Cancel • File within 1 month Purchase of Own Shares • Acquisition by a Company of It’s Own Shares, Share Buyback, Share Repurchase • Sec 211 CA, 1990 - A Private Limited Company may, if so authorised by its articles, purchase its own shares • A Co. shall not purchase any of its shares if as a result of such purchase the nominal value of the issued share capital which is not redeemable would be less than one tenth of the nominal value of the total issued share capital of the Co. Purchase of Own Shares • Shares must be fully paid up • Shares may only be purchased from distributable profits (Sec 45 CA, 1983) • “Off Market Purchases” – shares not traded on a Stock Exchange • Authorised by Articles of Association OmniPro Education & Training 12 of 33
  15. 15. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Purchase of Own Shares • Contract must be authorised in advance • Terms of purchase • Special Resolution – 75% - authorise the terms of proposed contract of purchase before contract is signed - Contract available for inspection 21 days before EGM • Shares maybe cancelled or held as treasury shares Purchase of Own Shares - Procedure • Board Meeting – recommend to shareholders • Draft contract • EGM 21 days notice • G1 Special Resolution • H5 Form • Board meeting – Execute contract Contact Details Conor Sweeney – csweeney@omnipro.ie Amy Brennan – abrennan@omnipro.ie info@omnipro.ie 059 9183888 www.omnipro.ie OmniPro Education & Training 13 of 33
  16. 16. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. OmniPro Services • OmniPro Corporate Consultants • Company Formation Services • Standard Formations for €250.00 (incl VAT) • 24 Hour Turn Around • Company Secretarial Services • Annual Compliance • All Company Secretarial Special Assignments • Company Secretarial Training • Next Door to the Companies Registration Office OmniPro Services • OmniPro Practice Support • Strategic Planning & Implementation – Practice Development – Practice Sale, Purchase & Merger – In House Training – File Review Services • HWL OmniPro – Product & Marketing Solutions to Build Business Advisory Fees – Practice Growth Solutions OmniPro Services • OmniPro Education & Training – Professional CPD Seminars • Technical CPD • Personal Development Training for Accountants – Time management, business communication skills, Presentation skills, team leadership, management development • In House Training OmniPro Education & Training 14 of 33
  17. 17. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. OmniPro Contact Details Unit 3, South Court, Block D, Wexford Road Iveagh Court, Business Park, Harcourt Road, Carlow Dublin 2 059 9183888 01 4110000 info@omnipro.ie www.omnipro.ie OmniPro Education & Training 15 of 33
  18. 18. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Joe Bloggs Limited Minutes of a Meeting of Directors held at 1 Main Street, Carlow, Co. Carlow on 15th day of September 2009 at 3.00p.m. . PRESENT: Joe Bloggs - In the Chair Mary Bloggs ATTENDING: QUORUM: Joe Bloggs took the chair and declared that a quorum was present. NOTICE: It was noted that notice of the meeting had been given to all the Directors and a quorum of Directors were present. IT WAS RESOLVED:- POWER TO The Chairman noted that the Directors have the power to allot ALLOT SHARES: shares pursuant to Sec 20 of Companies (Amendment) Act, 1983 and the Articles of Association. ALLOTMENT OF A letter of application from Joe Bloggs in respect SHARES: of the 100 Ordinary Shares of €1 each was laid before the board. IT WAS RESOLVED:- “THAT 100 Ordinary shares of €1 each in the capital of the Company be allotted for cash at par as follows:- Name of Allotee Amount Paid No. of Shares Joe Bloggs €100 100 Ordinary Shares of €1 each.” STATUTORY “THAT the Secretary be and is hereby instructed to arrange REGISTER: for the necessary entries to be made in the statutory books of the Company.” SHARE CERTIFICATE: It was unanimously resolved:- "THAT the relevant share certificate numbered 3 arising from the above allotment be sealed, signed and issued." STATUTORY “THAT the Secretary be and is hereby instructed to OmniPro Education & Training 16 of 33
  19. 19. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. FORMS: arrange for the filing of the necessary statutory forms.” There being no further business the meeting was concluded. ___________________________ Chairman ___________________________ Date OmniPro Education & Training 17 of 33
  20. 20. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Joe Bloggs Limited Minutes of a Meeting of Directors held at 1 Main Street, Carlow, Co. Carlow on 15th day of September 2009 at 3.00p.m. . PRESENT: Joe Bloggs - In the Chair Mary Bloggs ATTENDING: QUORUM: Joe Bloggs took the chair and declared that a quorum was present. NOTICE: It was noted that notice of the meeting had been given to all the Directors and a quorum of Directors were present. IT WAS RESOLVED: - TRANSFERS OF “THAT the following share transfers be and are hereby SHARES: approved for registration in the statutory books of the Company, subject to the production of duly completed stock transfer forms as appropriate:- Transferor Transferee No. of Shares Joe Bloggs John O’Brien 1 Ordinary Share of €1 each Mary Bloggs Mary O’Brien 1 Ordinary Share of €1 each.” SHARE CERTIFICATES: It was agreed that, subject to the production of duly stamped stock transfer forms and the necessary entries being made in the statutory books of the Company, new share certificates in respect of the shares be sealed, signed and issued. STATUTORY “THAT the Secretary be and is hereby instructed to arrange for REGISTER: the necessary entries to be made in the statutory books of the Company.” STATUTORY “THAT the Secretary be and is hereby instructed to arrange FORMS: for the filing of all the necessary statutory forms.” It was noted that the old share certificates had been duly cancelled. There being no further business the meeting concluded. DATE:___________________CHAIRMAN:___ OmniPro Education & Training 18 of 33
  21. 21. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Notice of increase in authorised capital Section 70 Companies Act 1963 Section 249A Companies Act 1990 (inserted by section 107 Company Law Enforcement Act 2001) Companies Act 1990 (Form and Content of Documents Delivered to Registrar) Regulations 2002 CRO receipt date stamp Companies Acts 1963 to 2003 B4 Company number 1 2 3 4 5 6 Please complete using black typescript or BOLD CAPITALS, referring to explanatory notes Company name Joe Bloggs in full Limited Authorised share capital Day Month Year Date of resolution to increase 1 0 0 6 2 0 1 0 Existing authorised €/__ 100,000 capital + Value of increase €/__ 900,000 of authorised capital = Total authorised capital €/__ 1,000,000 Division of additional Class of shares Number of shares Authorised value per share €/__ authorised capital Ordinary 900,000 1.00 Conditions attaching The new Ordinary Shares shall rank pari passu with the existing Ordinary shares to new shares note one of the company Certification I hereby certify that the particulars contained in this form are correct and have been given in accordance with the Notes on Completion of Form B4. Signature Name in bold capitals or typescript Joe Bloggs Director Secretary note two Date Presenter details Name OmniPro Corporate Consultants Limited Address Carlow DX number DX exchange Telephone number 059 9183888 Fax number 059 9182974 E-mail info@omnipro.ie Reference number JOBL1PCC Form effective date: 15 February 2005 OmniPro Education & Training 19 of 33
  22. 22. A Personalised CPDCOMPLETION OF will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. NOTES ON Certificate of Completion FORM B4 These notes should be read in conjunction with the relevant legislation. General This form must be completed correctly, in full and in accordance with the following notes. Every section of the form must be completed. Where "not applicable", "nil" or "none" is appropriate, please state. Where €/__ appears, please delete as appropriate. Where /__ applies, give the relevant currency, if not euro. Where the space provided on Form B4 is considered inadequate, for example the use of multiple currencies, 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. A resolution and amended memorandum and articles of association must accompany this form. note one For example, voting rights, dividend rights, winding up rights, etc. If any of the new shares are preference shares, state whether they are redeemable or not. note two Tick the relevant box(es). This form must be certified by a current officer of the company. Further information CRO address When you have completed and signed the form, please file with the CRO. The Public Office is at 14 Parnell Square, Dublin 1. The DX address for the CRO is 145001. If submitting by post, please send with the prescribed fee to the Registrar of Companies at: Companies Registration Office, OBrien Road, Carlow, County Carlow Payment If paying by cheque, postal order or bank draft, please make the fee payable to the Companies Registration Office. Cheques or bankdrafts must be drawn on a bank in the Republic of Ireland. Please carefully study the explanatory notes above. A Form B4 that is not completed correctly or is not accompanied by the correct documents or fee is liable to be rejected and returned to the presenter by the CRO pursuant to section 249A Companies Act 1990 (inserted by section 107 Company Law Enforcement Act 2001). Unless the document, duly corrected, is relodged in the CRO within 14 days, it will be deemed to have never been delivered to the CRO. FURTHER INFORMATION ON COMPLETION OF FORM B4, INCLUDING THE PRESCRIBED FEE, IS AVAILABLE FROM www.cro.ie OR BY E-MAIL info@cro.ie OmniPro Education & Training 20 of 33
  23. 23. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. COMPANY NAME LIMITED (Incorporated in the Republic of Ireland under the Companies Acts, 1963 to 2006) ORDINARY SHARES OF €1.00 EACH CERTIFICATE NO. NO. OF SHARESThis is to certify that NAME OF REGISTERED HOLDERof ADRESSS OF REGISTERED HOLDERare the Registered Proprietors of NUMBER OF SHARES Ordinary Shares of €1.00 each fully paid in the capital of COMPANY NAMELIMITED subject to the Memorandum and Articles of Association of the Company. GIVEN under the Common Seal of the Company This day of 2007 .................................................. .................................................. Directors .................................................. SecretaryEXD.....No transfer of any of the above Shares will be registered unless accompanied by this Certificate OmniPro Education & Training 21 of 33
  24. 24. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone.STOCKTRANSFERFORM (Above this line for Registrars only) Certificate lodged with the Registrar Consideration Money €1 (For completion by the Registrar/Stock Exchange)Form No. 138 Full name of Under-taking. Joe Bloggs Limited Full description of Ordinary Share of €1 Security. Number or amount of Words Figures Shares, Stock or other security and, in figures column only, number and denomination of units, if One any. ( 1 unit of €1) Name(s) of registered holder(s) should be given In the name of in full; the address should be given where there is only one holder. Mary Bloggs 1 Main Street If the transfer is not made Carlow by the registered holders(s) insert also the name(s) and capacity (e.g., Executor(s) of the person(s) making the transfer. We hereby transfer the above security out of the name(s) aforesaid to the person(s) Stamp of Selling Broker(s) or, for transactions named below or to the several persons named in Parts 2 of Brokers Transfer Forms which are not stock exchange transactions of relating to the above security: Agent(s), if any, acting for the Transferor(s). Delete words in italic except for stock exchange transactions. Signature(s) of transferor(s) 1 ……………………………………………………………………… 2 ……………………………………………………………………… 3 ……………………………………………………………………… 4 .……………………………………………………………………… Bodies corporate should execute under their common seal. Date………………… Full name(s) and full postal address(es) (in-cluding County or, if applicable Postal Mary O’Brien District number) of the Wexford Road person(s) to whom the Carlow security is transferred. Co. Carlow Please state title, if any or whether Mr., Mrs., or Miss. Please complete in type- writing or in Block Capitals. we request that such entries be made in the register are necessary to give effect to this transfer. Stamp of Buying Broker(s) if any Stamp or name and address of person lodging this form (if other than the Buying Broker(s)) OmniPro Education & Training 22 of 33
  25. 25. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. FORM OF CERTIFICATE REQUIRED WHERE TRANSFER IS NOT LIABLE TO AD VALOREM STAMP DUTY I/We hereby certify that the transaction in respect of which this transfer is made, and under which the fixed Duty on ten punts is payable, falls within the following description:- (a) Vesting the property in trustees on the appointment of a new Trustee of a pre- existing Trust, or on the retirement of a Trustee. (*) (b) A transfer, where no beneficial interest in the property passes, (i) to a mere nominee of the Transferor, (ii) From a mere nominee of the Transferee, (iii) From one nominee to another nominee of the same beneficial owner. (*)(c) A transfer by way of security for a loan; or a re-transfer to the original Transferor on, repayment of a loan. (d) A transfer to a residuary legatee of Shares, etc., which forms part of the residue divisible under a Will. (e) A transfer to a beneficiary under a Will of a specific legacy of Shares, etc. (f) A transfer of Shares, etc., being the property of a person dying intestate, to the person or persons entitled thereto. (g) A transfer to a beneficiary under a settlement on distribution of the trust funds, of Shares, etc., forming the share, or part of the share, of those funds to which the beneficiary is entitled in accordance with the terms of the settlement. (h) A transfer on the occasion of a marriage to trustees of shares, etc., to be held on the terms of a settlement made in consideration of marriage. (i) A transfer by the liquidator of a Company of Shares, etc., forming part of the assets of the Company, to which the Transferee is entitled in satisfaction or part satisfaction of his rights as a Shareholder of the Company. Here set out concisely the facts explaining the transaction in cases falling within (b) and (c), or in any case which does not clearly fall within any one of the clauses (a) to (g). Adjudication in any case may be required. Date ……………….………….. "It is hereby certified that the transaction effected by this instrument does not form part of a larger transaction or of a series of transactions in respect of which the amount or value, or the aggregate amount or value, of the consideration which is attributable to stocks or marketable securities exceeds €1,000." *Transferors .............................................................. *Transferees .............................................. Signature …………………………..………………. Description …………………………………………… *Note:- The above certificate must be signed in the case of (b) and (c), either by (1) all the transferors and the transferees, or (2) a member of a Stock Exchange or a Solicitor acting for one or other of the parties, or (3) an accredited representative of a Bank. Where the Bank or its official nominee is a party to the transfer, the Certificate may be to the effect that "the transfer is excepted from Section 74 of The Finance (1909-10) Act, 1910." The above Certificate in other cases should be signed by a Solicitor or other person (e.g., a Bank acting as Trustee or Executor) having a full knowledge of the facts. OmniPro Education & Training 23 of 33
  26. 26. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Return of allotments Section 58 Companies Act 1963 as amended by section 19 Companies (Amendment) Act 1982 Sections 114 to 122 Stamp Duties Consolidation Act 1999 Section 249A Companies Act 1990 (inserted by section 107 Company Law Enforcement Act 2001) Companies Act 1990 (Form and Content of Documents Delivered to Registrar) Regulations 2002 CRO receipt date stamp Companies Acts 1963 to 2009 B5 Company number 1 2 3 4 5 6 Please complete using black typescript or BOLD CAPITALS, referring to explanatory notes Company name Joe Bloggs in full Limited Effective centre of management if outside of the State Registered office 1 Main Street, Carlow 1 Main Street Day Month Year The return must be made within one month after the allotment of new shares. For the re- Date of allotment(s) made on 1 5 0 9 2 0 0 9 issue of treasury shares, Form H5A should be notes one and two filed with the CRO, instead of Form B5. or Day Month Year Day Month Year made from to Great care should be taken when completing this form to ensure its accuracy as once a Form B5 has been registered, it is not possible under the Companies Acts to replace PLEASE same administratively with an amended version where this would result in a reduction NOTE of the companys issued share capital as recorded by the CRO. A High Court Order directing the rectification of the register is necessary if a company wishes to have a registered B5 removed from the register and replaced in such circumstances. PART I - Sections A to E Section A Name and addresses of all the allottees must be entered in this section Allottees (or on accompanying sheets if necessary). A Full name and address Share class Number of shares allotted Joe Bloggs Ordinary 100 Total: These details are not required in a case where shares are allotted to the members on a capitalisation or provisionally allotted on a rights issue. Presenter details Name Address DX number 059 9182974 DX exchange 0 Telephone number Fax number 3 Email Reference number 1 OmniPro Education & Training 24 of 33
  27. 27. A Personalised CPD Certificate of Completion will be forwarded tobox: upon completion of this course. These notes do not serve as proof of completion alone. Section B Please tick the appropriate you Consideration for Cash Non-Cash Both Cash & allotments consists Non-Cash of: B Complete Section C Complete Section D Complete Sections C D IMPORTANT NOTE: If claiming exemption, please tick the appropriate box: Shares allotted in consideration of capitalisation of profits or reserves only (Section 116(I)(c) Stamp Duties Consolidation Act 1999) Exemption claimed under section 119, Stamp Duties Consolidation Act 1999 Relief claimed in respect of the redemption of shares (Section 208 Companies Act 1990) Section C Amount paid or due Number of Share class Nominal value and payable on each Total Amount paid Allotment(s) for cash shares per share share including any or due including consideration premium due premium C 100 Ordinary €1.00 €1.00 €100 Total: 100 0 1 9 6 Denomination Total value of € consideration 100 Conversion rate, if any Number of Share class Nominal value Amount to be considered Section D per share as paid on each share shares Allotment for non- cash consideration D note three Where the consideration for the shares is non-cash, a contract in writing (in duplicate) or, if there is no written contract, Form 52 (B6) (in duplicate) must be delivered for stamping to the Revenue Commissioners, Total: Dublin Region Stamping District, Stamping Building Dublin Full written details of non-cash consideration must be inserted below Castle, Dublin 2. On its return to the presenter, (or on accompanying sheets, if necessary). it must then be submitted with filing fee to the Registrar of Companies, pursuant to section 58 of the Companies Act 1963. This applies to all non cash Denomination Total value of allotments not withstanding consideration € the fact that capital duty may not be required. Conversion rate, note four if any Certification Please ensure that this form is fully and accurately completed before you sign and submit note five the form, as once registered, it cannot be removed from the register in the absence of a High Court Order rectifying the CRO register. I hereby certify that the particulars contained in this form are correct and have been given in accordance with the Notes on Completion of Form B5. Signature Name in block letters or typescript Joe Bloggs Director Secretary Date OmniPro Education Training 25 of 33
  28. 28. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. PART II - Sections E F Companies Capital Duty Calculation of Duty TO BE COMPLETED ONLY IF THE EFFECTIVE DATE OF THE ISSUE OF THE SHARE(S) WAS BEFORE 7 DECEMBER 2005 OmniPro Education Training 26 of 33
  29. 29. Calculation Certificate Statement required under Companies Capital DutyA Personalised CPDof Duty of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Section 117 Stamp Duties Consolidation Act 1999 Company number Companies capital duty was abolished with effect from 7 December 2005. Form B5 with an effective date on 1 2 3 4 5 6 or after that date, should be filed directly with the CRO and parts E F do not need to be completed. Only Forms B5 with an effective date prior to 7 December 2005 need to completed parts E F. Day Month Year Date of allotment(s) made on 0 1 0 6 2 0 1 0 notes one and two or Day Month Year Day Month Year made from to Section E E1 Total from Section C E3 Total E1 + E2 0 Value of assets contributed or to be contributed + - E2 Total from Section D E4 Expenses E note six ↓ E5 Total E3 - E4 Section F F1 Amount/Denomination Nominal value of shares allotted ↓ F F2 ↓ Conversion Rate F3 Amount in € Enter Greater Rates of Duty Amount either E5 or F3 0% from 7/12/2005 ↓ 0.5% from 2/12/2004 1.0% prior to 2/12/2004 (TOTAL DUTY) Amount calculated to be + + rounded down to nearest €, subject to a minimum of €1.00 (INTEREST) ↓ Interest for _________days (TOTAL CCD) note seven + €15 Companies Office Registration Fee ↓ TOTAL DUE (CCD + Reg. FEE) Companies Capital duty must be paid before lodgement of this return with the Companies Registration Office OmniPro Education Training 27 of 33
  30. 30. A Personalised CPDEFFECTIVE DATE will be forwarded 7 December 2005 this course. These notes do not serve as proof of completion alone. FORM B5 - Certificate of Completion on or after to you upon completion of Form B5 with an effective date on or after 7 December 2005 should be filed directly with the CRO. When you have completed and signed the form, please send with the prescribed fee to the Registrar of Companies at: The Companies Registration Office, OBrien Road, Carlow. If paying by cheque, postal order or bank draft, please make the fee payable to the Companies Registration Office. Cheques or bankdrafts must be drawn on a bank in the Republic of Ireland. Any queries relating to the completion of Form B5 for allotments made on or after 7 December 2005 should be addressed to the Companies Registration Office. Any Form B5 sent back for amendment should be resubmitted to the CRO within 14 days and any changes to the form should be initialled by a current officer of the company. FORM B5 - EFFECTIVE DATE prior to 7 December 2005 Only a Form B5 that has an effective date prior to 7 December 2005 should now be filed to Revenues Stamping Office together with the registration fee €15 plus appropriate capital duty. Capital duty is a matter for Revenue. The Revenue Commissioners do not accept CRO credit notes as payment of Company Capital Duty and interest, or CRO filing fees. Payment of Stamp Duty on Stock Transfers must be made separately from payment of Company Capital Duty. When you have completed and signed the Form B5, it should be lodged with The Revenue Commissioners, Companies Capital Duty Section, Dublin Region, Stamping District, Stamping Building, Dublin Castle, Dublin 2 Where a Form B5 is sent back for amendment by the CRO, it should be resubmitted to the Revenue Commissioners with any additional duty and interest (if due). NOTES ON COMPLETION OF FORM B5 note one The period between the first and last dates should not exceed one month. note two When the return includes several allotments made on different dates, the dates of only the first and last of such allotments should be entered and the registration of the return should be effected within one month of the first date. note three Where the consideration for the shares is non-cash, a contract in writing (in duplicate) or where the contract was not in writing, Form 52 (B6) (in duplicate), must be delivered for stamping to the Revenue Commissioners, Dublin Region Stamping District, Stamping Building Dublin Castle, Dublin 2. On its return to the presenter, it must then be submitted with the CRO filing fee to the Registrar of Companies, pursuant to section 58 of the Companies Act 1963. note four The total value of the consideration must be stated for allotments for non-cash consideration. note five The form must be signed (preferably in blue ink) by a current director or secretary of the company and the name of signatory must be inserted in block capitals. note six Ascertained in accordance with the provisions of section 118 Stamp Duties Consolidation Act 1999. Full details, including copies of invoices/receipts, must be submitted with this form. note seven Interest at the rate of 0.0273% per day or part of a day is charged on duty not paid within one month of the date of the allotment. Interest on late payment accrues at the following rates: Up to 26 March 1998 1.25% per month or part of a month From 27 March 1998 to 31 August 2002 1.00% per month or part of a month From 1 September 2002 to 31 March 2005 0.0322% per day or part of a day From 1 April 2005 0.0273% per day or part of a day OmniPro Education Training 28 of 33
  31. 31. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. OmniPro Education Training 29 of 33
  32. 32. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. OmniPro Education Training 30 of 33
  33. 33. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. OmniPro Education Training 31 of 33
  34. 34. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. OmniPro Education Training 32 of 33
  35. 35. A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. OmniPro Education Training 33 of 33

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