Corporate Governance & Compliance

We provide advice in relation to the company types permitted under the Companies Act 2014 and the type appropriate to your particular circumstances.  

For new company formations, DHKN will prepare the draft formation documentation and submit the formation application on your behalf to the CRO.  Incorporation of a company normally occurs within five days of submission of the application to the CRO.

If you're considering changing the type of company, for example from a limited to an unlimited company - we'll work with our tax and advisory teams to determine the appropriate re-registration structure for your company. We'll prepare the necessary documentation and deal with the formalities of the re-registration on behalf of your company.

If you need to establish an Irish-registered branch for your company, DHKN will guide you through the requirements and assist you with the initial registration and thereafter the ongoing obligations.

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If you need to change the rules governing how your company operates - maybe because you have new shareholders - DHKN can help you to amend the company's constitution as well as arrange for the adoption and filing of the constitution with the Companies Registration Office.

We also provide expert guidance in relation to all share capital transactions such as creation of new share classes, golden shares, share redemptions, buybacks, share transfers and stamp duty.

We will draft the requisite Board, shareholder resolutions, constitutional documents and CRO forms on behalf of your company and advise you on the requirements for passing shareholder resolutions as set out in the Companies Act. 

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We can assist you and your directors in the preparation of board meeting agendas and board meeting packs as well as provide advice to the chairperson on the conduct of meetings.  

If required, we will attend board and shareholder meetings to provide advice on company law matters, take and draft minutes and arrange for the circulation of same as required.  

Some larger companies must establish audit committee and we can provide guidance on how that should be set up and operate.

We provide guidance in relation to the requirement for certain large companies to establish an audit committee and on the preparation of the Directors’ Compliance Policy Statement and continuing obligations.

We are available to provide training and updates to your board in relation to their responsibilities under the Companies Act. 

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A shareholders’ agreement is an agreement between some or all of the shareholders in a company and, in some cases, the company itself, which can include amongst other things:

• the rights and obligations of the parties involved
• the operating model for shareholders, directors and management and their interactions
• how and to whom shares may be transferred
• how to deal with future issues that could arise which could otherwise cause disagreement or confusion if not agreed in advance
• dispute resolution

The Companies Act 2014 introduced new requirements for written loan agreements between directors and their companies.

We can advise and assist you in considering the matters pertaining to your company that you ought to give consideration to and thereafter draft documentation tailored to your specific requirements.  

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Keeping track of your company's compliance obligations, filing dates, etc. can be tricky. If you operate a group structure or more than one company it can be very cumbersome.

DHKN will help you ensure that your company keeps up to date with its reporting requirements with the Companies Registration Office (CRO). This includes advising on the optimum alignment of your company’s annual return date with its financial year end, audit exemption and on the filing requirements for small, medium and large companies, groups and unlimited companies.

We will also provide guidance on any other requirements you may have such as business name registration, company name change, the maintenance of statutory registers and registered office services.  

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If you no longer have a need for your company we will assess whether it meets the criteria for availing of the voluntary strike off procedure and thereafter prepare the necessary Board Meeting minutes, shareholder resolutions, Revenue Commissioners clearance letter and CRO forms to ensure that the voluntary strike off of your company is completed as quickly and efficiently as possible.

A company that has been struck off the Register of Companies and dissolved can be restored to the Register by administrative application (for companies that have been dissolved for less than 12 months (and in the cases of property management companies for less than six years)) or by court order in all other circumstances.  

We can advise and assist you in arranging for your company to be restored to the Register using the appropriate procedure.  

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EU legislation introduced a requirement to put in a place a system to record beneficial ownership of shares in companies and Industrial and Provident Societies. Beneficial ownership is defined as being a shareholding of more than 25% in a company. From 15th November 2016, companies must maintain a beneficial ownership register.

We can assist your company in initially establishing its internal Beneficial Ownership Register and thereafter makings it’s obligatory Beneficial Ownership Return to the Central Registry, once this has been established.

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An Irish registered company must have at all times:

• at least one of its directors that is resident in a member State of the European Economic Area; or
• hold a bond to the value of €25,000; or 
• hold a certificate of real and continuous link with an economic activity carried on the State.

We are available to advise you in relation to arranging for the procurement of a bond and also in applying for certification of a real and continuous link with an economic activity carried on in the State.

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We can arrange for the incorporation of a company on your behalf for the purposes of being a management company in relation to the Multi-Unit Developments Act 2011, or draft an appropriate constitution for adoption by an existing company in this regard. 

We can arrange for the incorporation of your company for the purposes of being a Charities Regulatory Authority registered charity or in relation to having Revenue Charitable Tax Exemption, sporting body tax exemption or draft an appropriate constitution for adoption by an existing company in this regard. 

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