S.I. No. 161/1991 - Companies (Forms) Order, 1991.


S.I. No. 161 of 1991.

COMPANIES (FORMS) ORDER, 1991.

I, DESMOND O'MALLEY, Minister for Industry and Commerce, in exercise of the powers conferred on me by sections 160 , 195 , 311 A, 395 and 396 of the Companies Act, 1963 (No. 33 of 1963), hereby order as follows:

1. (1) This Order may be cited as the Companies (Forms) Order, 1991.

(2) The Companies (Forms) Orders, 1964 to 1990, and this Order may be cited together as the Companies (Forms) Orders, 1964 to 1991.

2. This Order shall come into operation on the 1st day of July, 1991.

3. In this Order—

"the Act of 1963" means the Companies Act, 1963 (No. 33 of 1963);

"the Act of 1990" means the Companies Act, 1990 (No. 33 of 1990).

4. The form set out in Part I of the Schedule to this Order, or a form to the like effect, is hereby prescribed as the form to be used for the purposes of section 160 (5A) (inserted by section 183 of the Act of 1990) of the Act of 1963 with such variations as circumstances require.

5. The Companies (Forms) Order, 1964 ( S.I. No. 45 of 1964 ), is hereby amended by the substitution for Form No. 9 (inserted by Article 3 of the Companies (Forms) Order, 1982 ( S.I. No. 256 of 1982 )) in the Schedule thereto of Form B10 set out in Part II of the Schedule to this Order.

6. The Companies (Forms) Order, 1982 ( S.I. No. 256 of 1982 ), is hereby amended by the substitution for Form No. A1 (inserted by Article 4 of the Companies (Forms) Order, 1987 ( S.I. No. 147 of 1987 )) in Part I of the Schedule thereto of the form set out in Part III of the Schedule to this Order.

7. The form set out in Part IV of the Schedule to this Order, or a form to the like effect, is hereby prescribed as the form to be used for the purposes of section 311A (inserted by section 246 of the Act of 1990) of the Act of 1963 with such variations as circumstances require.

8. The Fifth Schedule to the Act of 1963 is hereby altered by the substitution for the form set out in Part II of the forms set out in Part V of the Schedule to this Order.

9. The Companies (Forms) Order, 1964 is hereby amended by the deletion in the Schedule of Form No. 9A.

SCHEDULE

FORMS

Part I

Companies Acts 1963 to 1990

Registration fee stamp to be affixed above

Notice of Removal of Auditor

Section 160, Companies Act, 1963

H3

Section 183, Companies Act, 1990

Company number

_|___|___|___|___|_

Please complete using black block capitals or typewriting

Company name in full______________________________

Limited

Note one Notice must be filed within 14 days of the resolution being passed

A resolution removing note one

Name ________

Address______

an auditor of the above-named company was duly passed pursuant to section 160 (5) of the Companies Act, 1963 on the

Day

Month

Year

I hereby certify that the above particulars are correct

Signature

□ Director

□ Company secretary

Date____

Name Block letters please

Presenter's name

Address_____________________________

Telephone Number___________

Reference

Part II

Notice of change of directors or secretaries

Companies Acts 1963 to 1990

Registration fee stamp to be affixed above

Section 195, Companies Act, 1963

B10

Section 51, Companies Act, 1990

Company number

___|__|__|__|__|___

Please complete using black block capitals or typewriting

Company name in full________

Limited

Note one Give details of change(s) and specify date. Only changes which occur on the same date may be registered by this notification. Otherwise, separate notifications should be made. If a new director or secretary has been appointed complete the next section.

gives notice of the following change(s) note one

Date change(s) take(s) effect

Day

Month

Year

Particulars of new director (including shadow director)/secretary note two

Surname note three

Forename note three

Note two Delete as appropriate. Where particulars of directors are included by virtue of section 195 (9) the directors consent need not be completed

Former surname note five

Former forename note five

Business Occupation note four

Date of Birth note four

Day

Month

Year

Other directorships note six

Registered at note seven

Company number

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Note three Insert full name (initials will not suffice) and usual residential address. Where all the partners in a firm are joint secretaries the name and principal address of the firm alone may be given.

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I hereby consent to act as director/secretary of the aforementioned company note two

Signature

Date

Note four Applicable to direcors only

I hereby certify that the particulars contained in this form are correct

□ Director

□ Company Secretary

Signature

Date

Name Block letters please

Presenter's name

Address

Telephone Number

Reference

Particulars of director (including shadow directors)/secretary note two

Note five Former forname or surname does not include the following:

In the case of a person usually known by atitle different from his surname, the name by which he was known previous to the adoption of or succession to the title;.

Surname note three

Forename

Former surname note five

Former forename note five

Business Occupation note four

Date of Birth note four

Day

Month

Year

Home address note three

Nationality note four

Other directorship note six

Registered at note seven

Company number

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in the case of any person, a former forename or surname where that forename or surname was changed or disused before the person bearing the name attained the age of 18 years or has been changed or disused for a period of not less than 20 years;

in the case of a married woman, the name or surname by which she was known previous to her marriage.

I hereby consent to act as director/secretary of the aforementioned company note two

Signature

Date

Surname note three

Forename

Former surname note five

Former forename note five

Business Occupation note four

Date of Birth note four

Day

Month

Year

Home address note three

Nationality note four

Other directorships note six

Registered at note seven

Company number

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Note six Applicable to directors only.

I hereby consent to act as director/secretary of the aforementioned company note two

Signature

Date

Company name and number of other bodies corporate, whether incorporated in the State or elsewhere, except for

bodies of which the person has not been a director at any time during the past ten years

bodies of which the company is (or was at the relevant time) a wholly owned subsidiary

bodies which are (or were at the relevant time) wholly owned subsidiaries of the company.

Note seven Place of incorporation if outside the State.

Surname note three

Forename

Former surname note five

Former forename note five

Business Occupation note four

Date of Birth note four

Home address note three

Nationality note four

Day

Month

Year

Other directorship note six

Registered at note seven

Company number

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I hereby consent to act as director/secretary of the aforementioned company note two

Signature

Date

Surname note three

Forename

Former surname note five

Former forename note five

Business Occupation note four

Date of Birth note four

Home address note three

Nationality note four

Day

Month

Year

Other directorships note six

Registered at note seven

Company number

I hereby consent to act as director/secretary of the aforementioned company note two

Signature

Date

Part III

Statement of first secretary and directors and situation of registered office

Companies Acts 1963 to 1986

Registration fee stamp to be affixed above

A1

Section 3 of Companies (Amendment) Act, 1982

Declaration of compliance

Company number

Section 5 of the Companies (Amendment) Act, 1983

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Please complete using black blocks capitals or typewriting

Company name in full

Limited

Note one Maximum number of characters per line characters per line is thirty. Please leave one space between words

Address of registered office note one

_|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|_

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If the memorandum is delivered by an agent for the subscribers of the memorandum mark "x" in this box and insert the agent's name and address

Agent's name

Agent's address

Number of continuation sheets attached

Particulars of secretary

Note two Insert full name (initials will not suffice) and usual residential address. Where there are joint secretaries, details and signature of consent should be annexed hereto

Names and particulars of the person(s) who is/are to be secretary/joint secretaries

Surname note two

Forname note two

Former Surname note three

Former Forename note three

Note three Former forename or surname does not includethe following:

Address note two

In the case of a person known by a title different from his surname, the name by which he was known previous to the adoption of the title:

I hereby consent to act as secretary of the aforementioned company

Signature

Date

In the case of any person, a former forename or surname where that name or surname was changed or disused before the person bearing the name attained the age of 18 years or has been changed or disused for a period of not less than 20 years

Presenter's name

Address

In the case of a married woman, the name or surname by which she was known previous to the marriage.

Telephone Number

Reference

Particulars of Directors (including shadow directors)

Names and particulars of the persons who are to be the first directors of the company

Surname note two

Forename note two

Former Surname note three

Former Forename note three

Date of birth:

Day

Month

Year

Business Occupation

Nationality

Home Address note two

Other directorships note four

Registered at note five

Company number

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I hereby consent to act as director of the aforementioned company

Signature

Date

Note four Company name and number of other bodies corporate, whether incorporated in the State or elsewhere, except for

bodies of which the person has been a director at any time during the past ten years

bodies of which the company is (or was at the relevant time) a wholly owned subsidiary

bodies which are (or were at the relevant time) wholly owned subsididiaries of the company

Surname note two

Forename note two

Former Surname note three

Former Forename note three

Date of birth:

Day

Month

Year

Business Occupation

Nationality

Home Address note two

Other directorships note four

Registered at note five

Company number

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Note five Place of incorporation if outside the State

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I hereby consent to act as director of the aforementioned company

Signature

Date

Surname note two

Forename note two

Former Surname note three

Former Forename note three

Date of birth

Day

Month

Year

Business Occupation

Nationality

Home Address note two

Other directorships note four

Registered at note five

Company number

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I hereby consent to act as director of the aforementioned company

Signature

Date

Surname note two

Forename note two

Former Surname note three

Former Forename note three

Date of birth

Day

Month

Year

Business Occupation

Nationality

Home Address note two

Other directorships note four

Registered at note five

Company number

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I hereby consent to act as director of the aforementioned company

Signature

Date

Surname note two

Forename note two

Former Surname note three

Former Forename note three

Date of birth

Day

Month

Year

Business Occupation

Nationality

Home Address note two

Other directorship note four

Registered at note five

Company number

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I hereby consent to act as director of the aforementioned company

Signature

Date

Surname note two

Forename note two

Former Surname note three

Former Forename note three

Date of birth:

Day

Month

Year

Business Occupation

Nationality

Home Address note two

Other directorships note four

Registered at note five

Company number

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I hereby consent to act as director of the aforementioned company

Signature

Date

Surname note two

Forename note two

Former Surname note three

Former Forename note three

Date of birth:

Day

Month

Year

Business Occupation

Nationality

Home Address note two

Other directorships note four

Registered at note five

Company number

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I hereby consent to act as director of the aforementioned company

Signature

Date

Signed by or on behalf of the subscribers to the memorandum

Signature

□ Subscriber □ Agent

Date

Signature

□ Subscriber □ Agent

Date

Signature

□ Subscriber □ Agent

Date

Signature

□ Subscriber □ Agent

Date

Signature

□ Subscriber □ Agent

Date

Signature

□ Subscriber □ Agent

Date

Signature

□ Subscriber □ Agent

Date

Declaration of compliance

I name

of home address

Note six "A solicitor engaged in the formation " or " a person named as director/secretary"

do solemnly and sincerely declare that I am (note six)

of company

and that all the requirements of the Companies Acts, 1963 to 1990 in respect of the registration of the said company, and of maters precedent and incidental thereto have been complied with. And I make this solemn declaration conscientiously believing the same to be true and by virtue of the Statutory Declarations Act, 1938 .

Declared before me by

who is personally known to me or who is identified to me by

Signature of Declarant

who is personally known to me at

Commissioner for Oaths

□ Commissioner for Oaths

□ Notary Public □ Peace Commissioner

this

day of

19

Part IV

Restoration to register of company struck off

Companies Acts 1963 to 1990

Registration fee stamp to be affixed above

Section 311A, Companies Act, 1963

H1

Section 246, Companies Act, 1990

Company number

___|___|___|___|___|__

Please complete using black block capitals or typewriting

Company name in full

Limited

Note one All outstanding annual returns of the company, if any, must be submitted

hereby applies to be restored to the register of companies under section 311A of the Companies Act, 1963 note one

The company was dissolved on

Day

Month

Year

Signature

□ Director

□ Company secretary

Date

Name Block letters please

Presenter's name

Address

Telephone Number

Reference

Part V

Annual Return

Companies Acts 1963 to 1990

Registration fee stamp to be affixed above

Section 125 or 126, Companies Act, 1963

B1S

This return is to be used when the certification overleaf can be complied with in full and when there are no more than nine shareholders. In other cases the full return should be used.

Company number

___|___|___|___|___|___

Please complete using black block capitals or typewriting

Company name in full

Limited

Note one The return should be 14 days after the A.G.M. of the company

Return made up to note one

day of

19

Financial year note two

from

19

Address of registered office

Note two Give the dates of the commencement and completion of the financial year of the accounts presented to the A.G.M.

Secretary

Surname note three

Forename note three

Note three Insert full name (initials will not suffice) and usual residential address. Where all the partners in a firm are joint secretaries the name and principal office of the firm may be stated.

Former surname note four

Former forename note four

Home address note three

Share Class note eight

Number of shares

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Capital

Nominal

Issued—Amounts

Note four Former forename or surname does not include the following:

Paid up shares issued for cash  £

Nominal share capital

Considered paid on other shares £

In the case of a person usually known by a title different from his surname, the name by which he was known previous to the adoption of or succession to the title.

£

Total         £

Issued—Numbers of Shares

Value per

Consideration—note five

Class

Number

share

All Cash

Total Number

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In the case of any person, a former forename or surname where that forename or surname was changed or disused before the person bearing the name attained the age of 18 years or has been changed or disused or for a period of not less than 20 years:

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Totals

Indebtedness

Total amount of indebtedness of the company in respect of all mortgages and charges which are required to be registered with the Registrar of Companies under the Companies Acts or which would have been required to be registered if created after 1st July, 1908.

In the case of married woman, the name or surname by which she was known previous to her marriage.

£

Note five Give the numbers of shares issues subject to payment wholly in cash under "All Cash" and shares issued for any other consideration under "Other"

Presenter's Name

Address

Telephone Number

Reference

Directors (including shadow directors) and their ???????

Note Six Company name and number of bodies corporate, whether incorporated in the State or elsewhere, except for

Surname note three

Forename note three

Former surname note four

Former forename note four

Business occupation

Date of birth

Day

Month

Year

Home address note three

Nationality

Bodies of which the person has not been a director at any time during the past ten years

Share class note eight

Number of shares

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Bodies of which the company is or was at the relevant time) a wholly owned subsidiary

Other directorships note six

Registered at note seven

Company

number

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Bodies which are (or were at the relevant time) wholly owned subsidiaries of the company

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Former surname note four

Former forename note four

Note Eight When full particulars of past and present members have been given in a return for any of the 5 years preceding this return, only particulars relating to new members, persons who have ceased to be members and ???? transferred since that ??? ???? furnished. If full particulars are now given, specify under "Date of full listing" the date of the relevant annual return was made up to.

Business Occupation

Date of birth

Day

Month

Year

Home address note three

Nationality

Share class note eight

Number of shares

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Other directorships note six

Registered at note seven

Company number

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Surname note three

Forename note three

Former surname note four

Former forename note four

Business Occupation

Date of birth

Day

Month

Year

Home address note three

Nationality

Share class note eight

Number of shares

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Other directorships note six

Registered at note seven

Company number

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Other shareholders note eight

Documents Annexed

Mark "X" in the box relative to each annexed document

Name and address

Share class

Number of shares

Balance Sheet S. 128, Companies Act, 1963 (CA - '63); S. 7 and S. 18, Companies (Amendment) Act, 1986 CAA - '86)

Profit and Loss A/C S. 7 and S. 18, CAA - '86

Date of full listing note eight

Day

Month

Year

Directors Report S. 128, CA - '63; S. 7 and S. 18, CAA - '86

Certification

We the undersigned hereby certify that

Auditors Report S. 128, CA - '63; S. 7 and S. 18, CAA - '86

1. this form contains the particulars in respect of the above named company as at the date up to which the return is made;

2. all share capital of the company was fully paid up on that date;

3. no shares were transferred since the date of the last return (or the date of incorporated if this is the first return);

Guarantee S. 17, CAA - '86

4. no shares were issued at a discount;

5. no premium was paid on any share;

Declaration S. 17, CAA - '86

6. no shares were forfeited;

7. no commission was paid in respect of any shares or debentures;

Notification to shareholders of Guarantee S. 17, CAA - '86

8. the registers of members/debentures holders/directors' service contracts and/or memoranda are kept at the registered office;

9. the company has not since the date of the last annual return (or the date of incorporation if this is the first return) issued any invitation to the public to subscribe for any shares or debentures in the company.

Note stating company has availed of exemptions in S. 17, CAA - '86

Signed

Annual Return

Companies Acts 1963 to 1990

Registration fee stamp to be affixed above

Section 125 or 126, Companies Act, 1963

B1

Company number

__|__|__|__|__|__

Please complete using black block capitals or typewriting

Company name in full

Limited

Return made up to note one

day of

19

Financial year note two

from

to

Note one The date should be 14 days after the A.G.M. of the company.

Address of registered office

Note two Give the dates of the commencement and completion of the financial year of the accounts presented to the A.G.M.

Other Addresses

Places where the register of members, register of debenture holders and directors' service contracts/memoranda are kept, if other than the registered office

Address

Description of address

Note three Insert full name (initials will not suffice) and usual residential address. Where all the partners in a firm are joint secretaries the name and principal office of the firm may be stated

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Note four Former forename or surname does not include the following:

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Secretary

In the case of a person usually known by a title different from his surname, the name by which he was known previous to the adoption of or succession to the title;

Surname note three

Forename note three

Former surname(s) note four

Former forename note four

Home address note three

In the case of any person, a former forename or surname where that forename or surname was changed or disused before the person bearing the name attained the age of 18 years or has been changed or disused for a period of not less than 20 years;

Indebtedness

Total amount of indebtedness of the company in respect of all mortgages and charges which are required to be registered with the Registrar of Companies under the Companies Acts or which would have been required to be registered if created after 1st July, 1908.

£

In the case of a married woman, the name or surname by which she was known previous to her marriage.

Presenter's Name

Address

Telephone Number

Reference

Note five

Where appropriate references to shares will be taken as references to stock and references to numbers of shares as references to amount of stock

Capital — Nominal note five

Nominal Share Capital £

£_____________________

Class

Number

Value Per share

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Capital — Issued

Issued Amounts

Note six

Total Issued Capital  £___________

Paid up on shares issued for cash

£

Give the total number of shares held by each member

Considered paid on other shares

£

Total calls unpaid

£

Shares issued

Consideration — all cash

Note seven applicable to private companies only.

Particulars of shares ???? since the date of the last return or, in the case of a first return, the date of incorporation, by persons who are still members and persons who have ceased to be members. Give the date of registration of each transfer and the number transferred on each date.

Class

Number

Amount called up per share

Amount paid per share

Total amount paid

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Note eight

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Name should be given in alphabetical order or an indix should be annexed.

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Totals

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Consideration — not all cash

Class

Number

Amount called up per share

Amount considered paid per share

Total amount paid

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Totals

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Total number of shares issued (A) and (B)

This total must agree with the total number of shares held by existing members as stated in the "List of past and Present Members" section of the return

Other Share/Debenture Details

Details of shares forfeited, shares/debentures issued at a discount, or on which a commission was paid including share class, number of shares and amounts in each case

List of persons holding shares on the 14th day after the annual general meeting for19____, and of persons who have held shares therein at any time since the date of the last return, or in the case of the first return, the date of the incorporation of the company

Share Class

Numbers Held note six

Numbers Transferred and Date note seven

Particulars of Transferee

Name notes three and eight

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Address notes three and eight

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Folio No.

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Name notes three and eight

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Address

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Folio No.

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Name notes three and eight

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Address

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Folio No.

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Name notes three and eight

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Address

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Name notes three and eight

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Address notes three and eight

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Folio No.

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Name notes three and eight

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Address

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Folio No.

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Name notes three and eight

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Address

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Folio No.

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Name notes three and eight

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Address

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Name notes three and eight

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Address notes three and eight

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Folio No.

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Name notes three and eight

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Address

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Folio No.

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Name notes three and eight

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Address

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Folio No.

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Total number of shares held must agree with the total number of issued shares given in the "Shares Issued" section of the return

Total number held note ten

Earlier full listing

When full particulars of past and present members have been given in a return for any of the 5 years preceding this return, only particulars relating to new members, persons who have ceased to be members and shares transferred since that date need be furnished. If full particulars are not now given, specify the date the relevant annual return was made up to.

Return made up to note one

day of   19

Note nine Company name and number of other bodies corporate, whether incorporated in the State or elsewhere, except for

Surname note three

Forename note three

Former Surname note four

Former Forename note four

Business occupation

Date of birth:

Day    Month   Year

Bodies of which the person has not been a director at any time during the past ten years

Home address note three

Nationality

Bodies of which the company is or was at the relevant time a wholly owned subsidiary

Other directorships note nine

Registered at note ten

Company number

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Bodies which are (or were at the relevant time wholly owned subsidiaries of the company

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Note ten

Surname note three

Forname note three

Place of incorporation if outside the State

Former Surname note four

Former Forename note four

Business occupation

Date of birth:

Day   Month  Year

Home address note three

Nationality

Note eleven mark "X" in the relevant box(es)

Other directorships note nine

Registered at note ten

Company number

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Documents Annexed note eleven

Surname note three

Forename note three

Mark "X" in the box relative to each annexed document

Former Surname note four

Former Forename note four

Balance Sheet  □ S. 128, Companies Act, 1963 (CA — '63): S. 7 and S. 18, Companies (Amendment) Act, 1986 CAA — '86)

Business occupation

Date of birth:

Day   Month  Year

Home address note three

Nationality

Profit and Loss    □

A/C S. 7 and S. 18, CAA — '86

Directors Report    □

S. 128, CA — 63: S. 7 and S. 18, CAA — '86

Other directorships note nine

Registered at note ten

Company number

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Auditors Report    □

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S. 128, CA — '63; S. 7 and S. 18, CAA — '86

Guarantee       □

S. 17, CAA — '86

Declaration..      □

Surname note three

Forename note three

S. 17, CAA — ''86

Notification to shareholders of Guarantee S. 17, CAA — '86

Former Surname note four

Former Forename note four

Business occupation

Date of birth:

Day   Month   Year

Note stating      □ company has availed of exemptions in S. 17, CAA — '86

Home address note three

Nationality

Other directorships note nine

Registered at note ten

Company number

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We hereby certify that this form contains the particulars in respect of the company as at the date up to which the return is made and that note eleven

The Company is not a private company

The Company is a private company and has not since the date of the last annual return (or the date of incorporation if this is the first return) issued any invitation to the public to subscribe for any shares or debentures in the company

March 19, 1999

The Company is a private company with more than 50 members. The excess of the number of members over 50 consists wholly of persons who, under section 33 (1) (+b) of the Companies Act, 1963 , are not to be included in reckoning the number of 50

Signed

_________________________________________  ___________________________________

Director                   Secretary

GIVEN under my Official Seal, this 26th day of June, 1991.

DESMOND O'MALLEY,

Minister for Industry and Commerce.

EXPLANATORY NOTE.

The purpose of this Order is to prescribe forms to be used for the purposes of certain sections of the Companies Acts, 1963 to 1990.