The Company Secretary (Leaflet 16)

What are the duties of a company secretary?
There is an express statutory duty on each director of a company to ensure that the requirements of the Companies Act 2014 are complied with by the company (See 8 below).

Apart from the foregoing, although the secretary is an officer of the company, the Companies Act 2014 does not expressly state the duties of a secretary. A secretary’s duties (which are frequently extensive), his/her conditions of appointment and entitlement to remuneration will be laid down by the directors of the company. A secretary may have a contract of service or a contract of employment with the company, which may be an oral contract or in writing.

The Companies Act 2014 imposes a number of tasks on the secretary, but few are his/her exclusive responsibility. Frequently, the task may be performed by the secretary and a director (one such duty is the secretary’s duty to sign the annual return, which also requires the signature of one of the directors) or by either a secretary or a director.

Many of the provisions of the Companies Act, which criminalise default by a company, further provide that any officer of the company who is in default shall also be liable to a fine or a penalty. An officer in default is defined as any officer who “authorises, or who, in breach of his duty as such officer, permits the default” in question (See 9 below). An officer will be presumed to have permitted a default by a company if in relevant proceedings, where it is proved that the defendant was aware of the basic facts concerning the default, it shall be presumed that the defendant permitted the default unless the defendant shows that he/she took all reasonable steps to prevent it, or by reasons of circumstances beyond the defendant’s control, was unable to do so.

The functions of a secretary are essentially administrative and not managerial. For instance, a secretary commonly:

• provides comprehensive legal and administrative support and guidance to the board of directors
• ensures that the board’s decisions and instructions are properly carried out and communicated
• has responsibility to ensure that the company complies with all relevant statutory and regulatory requirements
• has responsibility for communication with the shareholders when required
• acts as principal administration officer, liaising with staff, customers, suppliers, media and the board of directors
• executes important documentation on behalf of the company, together with a director

 
It is also common for the secretary to undertake the following specific duties:

(a) Maintaining the statutory registers and minute books

The secretary keeps up to date the various statutory registers which are required to be maintained by the company under the Companies Act 2014. These are the (See 10 below):

• register of members
• register of directors and secretaries
• register of directors’ and secretaries’ interests in shares and debentures
• register of the instruments which create charges

 
The maintenance of a company’s statutory records is more fully described in Appendix 3.

(b) Convening meetings of members

The Companies Act 2014 lays down minimum statutory periods of notice of company meetings required to be given to shareholders and the company’s auditor. At least 21 clear days’ written notice of an annual general meeting (AGM) is required or for an EGM required for the passing of a special resolution. In the case of an extraordinary general meeting (EGM) of a private company or an unlimited company, at least seven clear days’ written notice must be given in writing. In the case of a traded PLC, at least 14 clear days’ written notice of an EGM is required to be given (See 11 below).

Where it is proposed to pass a special resolution at a meeting, the notice is required to specify the wording of the proposed special resolution.

Where all the members of a company who are entitled to attend and to vote at a meeting unanimously agree to call a meeting, then, notwithstanding a shorter notice period, the meeting shall be validly called, provided the auditors of the company agree.

(c) Ensuring that statutory forms are completed and filed on time in the CRO

Changes in the situation of the company’s registered office or changes amongst the company’s officers or in their particulars ought to be notified to the CRO on the relevant statutory forms, which must be properly completed and signed by a current officer of the company per CRO records.

A change of registered office is notified to the CRO on Form B2. A change of director or secretary or of details of their particulars such as a change of name or address must be notified on Form B10. These details are required by statute to be notified to the CRO within 14 days of the change occurring. Forms B2 and B10 must be filed on CORE.

(d) Delivering to the CRO copies of resolutions passed by the company

Special resolutions and certain other resolutions must, within 15 days of their passing by the company, be delivered to the CRO (see “Filing Documents With the CRO” for further information on resolutions). Failure to file a resolution does not invalidate the resolution, but a fine may be imposed on the company and any officers in default. (Category 4 offence).

The resolutions that must be filed in the CRO, in addition to special resolutions, are:

• unanimous resolutions which had they not been unanimous would have had to be passed by a special resolution
• resolutions agreed by all the members but which if not agreed unanimously were required to be passed by some particular majority or manner
• all resolutions which bind all the members of a particular class of shareholders
• resolutions increasing or decreasing the authorised share capital of the company
• resolutions conferring authority for the allotment of shares
• resolutions attaching rights or restrictions to any share
• resolutions varying any such right or restriction to any share
• resolutions classifying any unclassified share
• resolutions converting shares of one class into shares of another class
• resolutions converting share capital into stock and resolutions converting stock into share capital
• resolutions that a company be wound up voluntarily

(e) Supplying a copy of the company’s financial statements to every member of the company, every debenture holder and every person who is entitled to receive notice of general meetings

The financial statements are required to be sent at least 21 clear days before a meeting of the company at which they are to be laid (see 12 below).

(f) Keeping or arranging for the keeping of minutes of directors’ meeting and general meetings

There is a statutory obligation on a company as soon as may be possible to enter the minutes of all proceedings of general meetings in books kept for that purpose (see 13 below).

(g) Ensuring that those entitled to do so may inspect company records

Those who are entitled to inspect the records are the members of the company, the officers of the company and the general public.

(h) Custody and use of the company seal

Every company is required to have a seal, with its name engraved in legible characters. The secretary is frequently given responsibility for the safekeeping of the company’s seal. Other than section 43 of the Companies Act 2014, the constitution of the company generally makes provision for the affixing and attestation of the company seal. Section 43 provides that: “If a company has appointed a registered person the company’s seal may be used by such person and any instrument to which the company’s seal shall be affixed when it is used by the registered person shall be signed by that person and countersigned by the secretary or a director of the company or by some other person appointed by its directors for the purpose”. A company seal cannot be obtained from the CRO.

(i) Ensuring that company complies with its obligation to publish its name

a company is required to paint or affix its name in a conspicuous place, in legible letters, on the outside of every office or place in which its business is carried on (see 14 below). A company is further required to have its name mentioned in legible characters in all business letters of the company and in all cheques, invoices and receipts of the company. A fine may be imposed on the company and on any officer in default for breach of the foregoing. If a company officer issues or authorises the issue of any business letter of the company or signs a cheque or order for goods, and the name of the company is not mentioned in legible characters, that officer is liable to be fined and will also be personally liable unless the amount due on foot of the cheque or order for goods is paid by the company.

For further information on a company’s full disclosure requirements, see Information Leaflet No. 7, “Disclosure and Publication Requirements in Relation to Companies and Business Names”.

(j) Ensuring that particulars relating to directors are shown on all business letters of the company

A company is required to state in all business letters on or in which the company’s name appears and which are sent by the company to any person, in legible characters in relation to every director, the following particulars:

(i) present forename, or initials, and present surname;
(ii) any former forenames and surnames; and
(iii) nationality, if not Irish (see 15 below).

 
For the purposes of this requirement, “director” includes any person in accordance with whose directions or instructions the directors of the company are accustomed to act. A fine may be imposed on the company and on any officer who does not ensure that those particulars are specified on the company’s stationery.

For further information, see Information Leaflet No. 7, “Disclosure and Publication Requirements in Relation to Companies and Business Names”.

What rights does a company secretary have?
No specific rights are accorded to a secretary under the Companies Act. Any rights which a secretary may have are dependent on his contract of employment with the company (if any) or under general employment law.

Link to CORE.

Rejection by CRO of documents delivered for registration
The CRO will documents submitted for filing which do not comply with the format requirements (see Appendix 4) or with any requirement of the Companies Act or any requirement imposed by or under any other legislation relating to the completion of a document, by serving a notice on the presenter detailing the reason for rejection.

Unless the presenter delivers to us, within 14 days, a replacement document that complies with the notice, the original document will be deemed not to have been delivered to the CRO.

The most commonly filed forms and documents, typically one of the duties of the company secretary, are as follows.

Form B1 (Annual Return)

A company, whether trading or not, is obliged to deliver an annual return every year to the CRO (See 16 below). An annual return includes details of the company’s directors and secretary, its registered office, and details of its shareholders and share capital. It must be signed by a director and by the company secretary. If the secretary is also a director, he/she may not sign in both capacities.

The Form B1 must be completed online and is available on CORE. The form must be paid for online and financial statements uploaded and attached as necessary.

With one exception, the annual return of a company is required to be made up to a date which is no later than the company’s Annual Return Date (ARD) (See 17 below). The first annual return of a new company however is required to be made up to the company’s first ARD – it may not be made up to an earlier date.

Annual Return Date (ARD)
The ARD is a specific date in every year allocated by statute to every company that is obliged to file an annual return. New companies have an ARD of six months from their date of incorporation (See 18 below). A company’s ARD is 12 months from its previous year’s ARD, unless the company has altered that ARD. The requirement to attach statutory financial statements to an annual return, (see 19 below) which statutory financial statements predate the date to which the return has been made up by no more than nine months (“the nine month rule”), may result in a company electing to alter its ARD. Alteration is effected by bringing the ARD forward to an earlier date or by extending it to a later date (See 20 below).

A company’s ARD may be checked free of charge on CORE.

Annual return/Financial statements filing deadline and late filing fee
The annual return must be filed with the CRO within 56 days of the date to which it has been made up. Where financial statements are required to be attached to the annual return (See 21 below) the filing deadline is either:

• the company’s ARD plus 56 days, or
• the company’s financial year-end plus nine months and 56 days, whichever is the earlier.

 
A late filing fee of €100 becomes due in respect of an annual return on the day after the expiry of the filing deadline i.e. 56 days after the effective date of the return, with an additional daily default fee of €3 accruing thereafter, up to a maximum of €1,200 per return. The fee is in addition to the standard filing fee of €20 per annual return. Revenue have confirmed that late filing fees are not tax deductible.

Application may be made to court by a company on notice to the CRO for an order extending the time for delivery of an annual return (See 22 below). This allows extra time to file a particular return, but will not alter the company’s ARD for future years. The court in this instance is the District Court/High Court.

In addition, the Registrar of Companies also has power to levy an on-the-spot fine where an annual return remains unfiled. A company with a record of persistent late filing is liable to be targeted in this respect. The Registrar may bring the matter before the District Court on a prosecution if that fine remains unpaid (See 23 below).

If the annual return is filed late or not at all, the company and its directors and secretary are liable to prosecution by the Registrar of Companies. Failure to file is a category 3 offence. Category 3 offence – a summary offence only, attracting a term of imprisonment of up to six months and a “Class A fine” (or both); and category 4 offence – also a summary offence only, punishable by the imposition of a Class A fine. A “Class A fine” is a fine within the meaning of the Fines Act 2010 (i.e. a fine not exceeding €5,000).

Where a notice calling upon a director to comply with a statutory provision under the Companies Act has been served on him/her and 21 days have elapsed since the date of service, but the breach of the provision continues, application may be made to the High Court by the Registrar of Companies or the Corporate Enforcement Authority (CEA) for an order directing compliance by a defaulting director with the statutory provision in question within such period as the court may specify. An order for legal costs of this court application may be made against the director(s) concerned. This procedure is laid down in Section 797 of the Companies Act 2014.

Enforcement measures employed by CRO have regard to a company’s annual return filing compliance history in recent years. Filing an annual return late affects a company’s compliance history and could result in it being selected by this Office for enforcement measures in future years.

How to alter the ARD

– Bringing the ARD forward to an earlier date

Note: This does not apply to new companies incorporated filing their first annual return.

To alter its ARD to an earlier date, a company may file an annual return with a made-up-to date earlier than the company’s existing ARD.

A company that has prepared an annual return in advance of its current ARD is able to file a return made up to a date prior to its ARD. However, if it wishes to retain the anniversary of its existing ARD for next year, it must notify the CRO of this on Form B1. Where the company elects to retain the anniversary of its existing ARD for the following year, the box in the relevant section in Form B1 must be ticked. Where it elects that its ARD in the following year will be the anniversary of the date to which its current return has been made up, the second box ought to be ticked. If neither box is ticked and the company has filed a return which is made up to a date earlier than its current ARD, the form will be returned by CRO to the presenter for correction.

In all cases, an annual return delivered to the CRO has to be filed within 56 days of the “return made-up-to” date. Therefore, a company that wishes to file early but elects to retain the anniversary of its existing ARD or a company filing early in order to create an earlier ARD for future filing, must file Form B1 within 56 days of the “Return made up to date” indicated on the form.

– Extending the ARD to a later date

The ARD is set to a later date by filing Form B73. Form B73 may be filed by a company not more than once in every five years.

If your company wishes to extend its current ARD, it may do so by:

• delivering an annual return to the CRO not later than 56 days after its current ARD, to which no financial statements need be annexed; and
• nominating on Form B73, the new ARD, which date may be not later than six months after its existing ARD.

 
Please note: It is a statutory requirement that Form B73 be delivered to the CRO within 56 days from the company’s existing ARD. As a matter of law, a Form B73 is ineffective and cannot be accepted by the CRO if it is filed more than 56 days after the company’s existing ARD.

New companies are due to file financial statements with their second annual return, which return is required to be made up to a date not later than 18 months post incorporation, unless the company alters its ARD. Such companies may extend their ARD using Form B73 procedure outlined above. However, this does not change the requirements to hold an AGM within 18 months of incorporation and the requirement to present financial statements to its AGM within 9 months of the balance sheet date. Form B73 cannot be filed with the company’s first annual return, as the effect of this is to shorten the time allowed to the company before it has to file financial statements with its annual return.

For further information, see Information Leaflet No. 23, “Annual Return and Financial Statements Requirements”.

Requirements for financial statements
Company financial statements are required to be annexed to a company’s annual return (See 24 below). All financial statements are required to be uploaded via the internet. Paper financial statements are not accepted. Company financial statements must be audited, save where the company qualifies for the exemption from having an auditor and such exemption is claimed by the company in accordance with Chapter 15 Part 6 Companies Act 2014.

The financial statements annexed to the annual return are required:

(a) in the case of the first annual return to which financial statements are required to be annexed, to cover the period since the date of incorporation;
(b) in any other case, to cover the period since the end of the period covered in the last set of financial statements filed with the CRO.

 
The financial statements are further required to be made up to a date not more than nine months before the date to which the annual return is made up (the “nine month rule”) (See 25 below).

Financial statements which do not comply with the foregoing requirements are liable to be rejected by the CRO.

Small and micro-sized companies, as defined by Chaper 1A Part 6 of the Companies Act 2014, are entitled to claim certain exemptions in relation to the financial statements filing requirements laid down in the Companies Act. (see 26 below)

Annual financial statements and consolidated financial statements of banks and other financial institutions must be prepared in accordance with the European Communities (Credit Institutions: Financial Statements) Regulations 2015.

Annual financial statements and consolidated financial statements of insurance undertakings must be prepared in accordance with the European Communities (Insurance Undertakings: Financial Statements) Regulations 2015.

Section 357 Exemption (See 27 below) exempts a private company, which is a subsidiary of a holding company established under the law of an EEA State, from the requirement to annex its own balance sheet, profit and loss account and directors’ and auditor’s reports, to its annual return. Instead, section 357 permits the filing of the group financial statements of the parent with an annual return, provided that
certain conditions are satisfied.

These conditions are that the following documents are also annexed to the subsidiary company’s annual return:

• notice stating that the company has availed of the exemption under section 357 (See 28 below)
• copy of the guarantee by the holding undertaking of liabilities of the subsidiary (See 29 below)
• notification by the company to the shareholders of the guarantee (See 30 below)
• declaration by the subsidiary that all the shareholders have declared their consent to the exemption, this declaration to be signed by the secretary or a director (See 31 below)
• consolidated financial statements of the holding undertaking (the exemption of the subsidiary should be disclosed in a note to the financial statements) (See 32 below)

 
Group financial statements must be prepared in accordance with section 294 Companies Act 2014.

List of common errors experienced in filing Form B1
Below is a list of the most common errors that have been found in B1s filed:

• Form is not signed by director or secretary
• Registered office address differs from that on CRO database
• Director/secretary details differ from those on CRO database
• Previous annual returns are outstanding
• None of the directors are European Economic Area (EEA) – resident

 
Form B2 (Change of Registered Office)
Every company is required by law to have a registered office within the jurisdiction. This is the address to which all official documents, notices and court papers are required to be sent by law. The address must be a physical location, not just a post office box number, because people have the right to visit the company’s registered office to inspect certain registers and documents and to deliver documents by hand.

It is vital that a company keeps the CRO informed of the location of its registered office. All formal communications are sent to that address. It should be noted that if a company has changed its registered office, but has not notified the CRO of the change, any document left or sent by post to the address currently recorded by the CRO as the company’s registered office is deemed by law to have been left or sent by post to the registered office of the company notwithstanding that the situation of its registered office may have changed.

A company notifies its change of registered office by filing a completed Form B2 to the CRO. The change becomes legally effective only when the CRO has registered the form. Form B2 can only be filed (free of charge) by completing the web version of the form on www.core.ie. It is an offence not to file a Form B2 where one is required. (see 33 below)

A company may instead place its registered office in the care of an approved Registered Office Agent (ROA).

Form B10 (Change of Directors and Secretary or in their details)
Form B10 is filed by a company in order to notify the appointment of an officer post incorporation, the cessation of an officer’s appointment (resignation, removal, death, etc.) and to notify the CRO of a change in particulars in relation to an officer e.g. a change of name or a new residential address.

Section 165 of the Companies Act 2014 permits the appointment of an alternate or substitute director and the appointment of a person who will act as an alternate director is required to be notified to this Office on Form B10. Whenever such person ceases to act as an alternate, whether by reason of the full time director’s termination as director or otherwise, the termination of the alternate director’s appointment is required to be specifically notified to CRO.

Form B10 is required to be sent to the CRO within 14 days of the change occurring. The form can only be filed (free of charge) by completing the web version. The form is available on CORE. Failure to file Form B10 constitutes a category 3 offence. A LTD company (Private limited by shares company incorporated under Part 2 of the Companies Act 2014) can have only one director (See 34 below) if it chooses, all other types must have two. Form B10 has to be signed by a current officer of the company; it cannot be signed by an officer who has resigned.

Form B10a can be completed by a company director in relation to a change of residential address in relation to multiple companies only (or to the director’s own name).

There is an age requirement for directors and secretaries. In both cases, the individual must be over the age of eighteen (See 35 below).

Accordingly, Form B10 will be rejected and returned by the CRO to the presenter if the company falls below its minimum number of directors and no replacement director is notified on the form B10. Similarly, where Form B10 notifies the CRO of the cessation of appointment of a secretary, a replacement secretary is required to be notified on the form, having regard to the statutory requirement that every company must have a secretary.

Where the notification of the termination of a directorship would result in a company not having an European Economic Area (EEA) resident director (
See 36 below), Form B10, notifying the CRO of the termination of that directorship, is required to be accompanied by a Bond (See 37 below) unless a section 140 certificate is currently in force in relation to the company; this is a certificate that a company has a real and continuous link with one or more economic activities that are being carried on in the State; this is applied for on Form B67. For further information in relation to the requirement that at least one of the directors of a company be EEA -resident, see Information Leaflet No. 17, “Requirement To Have An EEA-Resident Director”.

Form B74 is required to be completed by any person being appointed as director of an Irish-registered company, where that person is currently disqualified in a foreign jurisdiction from acting as a director or secretary of a body corporate or an undertaking (See 38 below). The B74 sets out the jurisdiction in which the individual is so disqualified, the date on which he/she became so disqualified and the period for which he/she is so disqualified.

If a person whose appointment as director is notified to the CRO on Form B10 is currently disqualified abroad, that person is required to ensure that the B10 is accompanied by a properly completed B74 signed by him/her on its delivery to the CRO.

On receipt of a Form B74, CRO notifies it to the CEA. The CEA may apply to the High Court, pursuant to section 842(i) of the Companies Act 2014, to have a person who is disqualified abroad disqualified in this jurisdiction also. The High Court may make such order if it is satisfied that, if the conduct of the person which gave rise to the order being made against him/her occurred in Ireland, it would have been proper to make a disqualification order against him/her.

If Form B74 is not delivered to CRO with the B10 or if the B74 signed by the disqualified individual is false or misleading in a material respect, then upon the delivery to the CRO of B10 the individual concerned is deemed to be subject to a disqualification order for the remainder of period of the foreign disqualification (See 39 below).

Non-delivery of the B74 with a B10 where necessary accordingly results in automatic disqualification of the individual concerned from acting as auditor, director or other officer, receiver, liquidator or examiner and precludes him from in any way, whether directly or indirectly, being concerned or taking part in the promotion, formation or management of any company or any society registered under the Industrial and Provident Societies Acts 1893-2018.

Form B74a should be filed where a currently appointed director has become disqualified in another jurisdiction. B74 is submitted where the director is being appointed (A1/B10).

Please Note: It is not possible to reverse this deemed disqualification by the late delivery of a B74 to CRO, or where the B74 contained false or misleading information, by filing an amended B74 with the CRO.

The only possible relief is for the affected person to apply to the High Court, pursuant to section 847 Companies Act 2014, for relief, either in whole or in part, from disqualification. The court may, if it deems it just and equitable to do so, grant such relief on whatever terms and conditions it sees fit.

Form B5 (Allotments of Shares)

– Allotment of shares for cash

Every allotment of shares by a company limited by shares, (LTD Company – Private company limited by shares), Designated Activity company (DAC- private company limited by shares or guarantee), (PLC – Public Limited Company) or (PUC – Public Unlimited Company) must be notified to the CRO on Form B5 within 30 days of the date of allotment. (see 40 below)

Form G1/G2 (resolutions)

(a) Special/Ordinary resolutions, other than resolutions for change of name, which are presented for filing must not be handwritten but must be either printed or typed and dated. The resolution must be signed by a current officer of the company per CRO records. It should be noted that special rules apply where resolutions are passed granting assistance for the purchase of own shares. These resolutions can be filed free of charge on File CORE.
(b) Special resolutions for change of name (Form G1Q) must also be printed or typed and dated and the current name of the company must appear as it is written on the certificate of incorporation. No other resolutions should appear on this form. A copy of the revised constitution with the new name must be submitted with the resolution and form. These resolutions can be filed for €50 online (as opposed to €100 for paper) on CORE.

 
Resolutions amending the constitution of a limited company must be accompanied by an amended text incorporating all changes that may have occurred since the original constitution was filed up to the current date. A Form B4 must also be submitted where a resolution increases share capital. A Form B7 must also be submitted where share capital is cancelled (other than by court order), consolidated, sub-divided or redeemed.

Form H1 (restoration of a company)
A company may be struck off the register if it fails to file its annual returns on time or if it fails to provide Revenue with certain basic information when requested to do so (See 41 below).

If a company has been struck off the register, the company may apply to the CRO to be restored to the register within 12 months of its date of dissolution on a Form H1 provided that all outstanding annual returns are also delivered to the CRO. Annual returns must be completed online.

Written confirmation from Revenue that all outstanding statements required by them have been delivered to them must also be filed where company struck off for failure to file relevant documents with the Revenue Commissioners. The Registrar has no power to restore a company to the register if the 12 month period has expired prior to delivery of the documents to the CRO, and, consequently, has no discretion to extend the time for delivery of Form H1. It is vital, therefore, that a company wishing to apply for a restoration via this route, deliver to the CRO, not later than the day before the first anniversary of the date of the dissolution of the company, Form H1, and/or within the fifteen months of the dissolution all outstanding returns and Revenue statements (where required).

After 12 months, if an officer or member of the company wishes to have the company restored to the register, he/she will have to apply to the High Court to have the company restored. Such applications are required to be made on notice to Revenue and the Minister for Public Expenditure and Reform as well as to the Registrar of Companies. In practice, a letter of no objection to the company’s restoration is required from each of these parties before the High Court Judge will grant the restoration order.

For further information, see Information Leaflet No. 11, “Restoration of a Company to the Register”.

Form C1/Form F8 (mortgages/charges)
Details of certain mortgages/charges created by a company are required to be delivered to the CRO on either Form C1 (Form F8 for an external company) within 21 days of the date of creation of the charge (See 42 below) or by following the two-stage procedure (See 43 below).

Under the Companies Act 2014, a two stage procedure is available using forms C1a and C1b. Failure to file form C1b within 21 days of form C1a, means that the form C1a will be rejected. Similarily for external companies forms F8a and F8b can be used to complete the two-stage procedure. Under the two stage procedure a notice of intention to create the charge is followed by the confirmation document.

Failure to deliver the required particulars of a registerable charge within the time limit has the effect of making the charge void against the liquidator and any creditor of the company. In the event that the 21-day period is not complied with, application to the High Court may be made for an extension of time to register the charge under Section 417 of the Companies Act 2014.

A separate Form C1/C1a must be completed in respect of each charge created by a company. Where a company acquires property which is subject to a charge, particulars of the charge must be delivered to the CRO on Form C3 (F9 for an external company) within 21 days (See 44 below).

Because of the consequences of non-registration, pursuant to Section 409 of the Companies Act 2014, it is advisable if a presenter is in any doubt that urgent professional advice be obtained with regard to completion of these forms and the certification and verification of the particulars included in same.

Form C6/C7 (declaration of satisfaction/partial satisfaction of a charge)
A mortgage/charge may be satisfied either fully (Form C6) or partially (Form C7) (See 45 below). A full description of the charge being satisfied must be given together with the date of satisfaction. The declaration must be completed by a director and the secretary (with their residential addresses) or by two directors. Alternatively, the charge holder can sign the form as this will allow the immediate registration of the form.

Only individual charges may be satisfied/detailed per Form C6/C7. In a partial satisfaction of a charge, the specific property being released from the charge must be clearly stated.

1 Section 129 of the Companies Act 2014
2 Section 2 of the Companies Act 2014
3 Section 1112 of the Companies Act 2014
4 Section 149 of the Companies Act 201
5 Section 216 of the Companies Act 2014
6 Chapter 5 Part 5 of the Companies Act 2014
7 Section 22(2) of the Companies Act 2014
8 Section 223 of the Companies Act 2014
9 Section 270 of the Companies Act 2014
10 Section 216 of the Companies Act 201
11 Section 1102 of the Companies Act 2014
12 Section 338 of the Companies Act 2014
13 Section 199(1) of the Companies Act 2014
14 Section 49 of the Companies Act 2014
15 Section 151 of the Companies Act 2014
16 Section 343(4) of the Companies Act 2014
17 Section 343 of the Companies Act 2014
18 Section 345(3). Note, however, that no financial statements are required to be attached to a company’s first annual return post-incorporation (after six months)(s349).
19 See below “Requirements for financial statements”.
20 See below “How to alter the ARD”.
21 See below “Requirements for financial statements”.
22 Section 343(5) of the Companies Act 2014
23 Section 874 of the Companies Act 2014
24 Section 347 of the Companies Act 2014
25 Section 347(4) of the Companies Act 2014
26 Chapters 6, 7 and 14 Part 6 of the Companies Act 2014 as amended by Companies (Accounting) Act 2017
27 Section 357 of the Companies Act 2014.
28 Section 294 of the Companies Act 2014
29 Section 357(1)(b) of the Companies Act 2014
30 Section 357(1)(c) of the Companies Act 2014
31 Section 357(1)(f)(ii) of the Companies Act 2014
32 Section 357(1)(h) of the Companies Act 2014
33 Section 50(6) of the Companies Act 2014. A Category 4 offence.
34 Section 128 of the Companies Act 2014
35 Section 131 of the Companies Act 2014
36 Section 137(1) of the Companies Act 2014
37 Section 137(2) of the Companies Act 2014
38 Note that Form B74 must also accompany Form A1 (incorporation form) where any of the first directors of the company are currently disqualified abroad.
39 Section 840 of the Companies Act 201
40 Section 70(7) of the Companies Act 2014
41 Section 726 of the Companies Act 2014
42 Section 409(3) of the Companies Act 2014
43 Section 409(4) of the Companies Act 2014
44 Section 411(2) of the Companies Act 2014
45 Section 416(4) of the Companies Act 2014