# CRO Forms



## carrs (3 Apr 2009)

Does anyone know what form you fill in on the CRO website to notify them of a sale of the shares from a director to a UK company

Thanks


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## oopsbuddy (3 Apr 2009)

A Stock Transfer Form is completed and signed by the transferor. That form is then submitted to Stamping at the Revenue Commissioners in Dublin Castle, with a Form SD4 (which explains how the consideration (amount paid for the shares) was calculated) Stamp Duty must also be paid to the Revenue Commissioners at 1% of the value (plus any interest or penalties that may be payable if teh form is not submitted for stamping within a month of the transfer). If the Revenue agree with the calculations and the payment, they will stamp the form and send it back.

The only CRO form that will record this transfer is the NEXT annual return for the company which will list any share transfers that have taken place since the LAST annual return.


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## kanky2009 (6 Apr 2009)

Is there any other way apart from the annual return date where I can see if shares have been transfered?

How can I check this if the company has not been filing returns?


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## MandaC (6 Apr 2009)

kanky2009 said:


> Is there any other way apart from the annual return date where I can see if shares have been transfered?
> 
> How can I check this if the company has not been filing returns?




There is no other way and if the company has not been filing accounts you cannot check.


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## kanky2009 (7 Apr 2009)

So whats stopping any director doing this and getting away with it?


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## oopsbuddy (7 Apr 2009)

Getting away with what? What are the circumstances of your query?


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## kanky2009 (7 Apr 2009)

It would appear that a company I own shares in has filed, and become registered as a single member company. Even though I never sold my shares.

I have spoken to the CRO, would could offer no other help other than to talk to revenue, spoke to them and they couldnt help. Spoke to the ODCE and they said its a civil matter....


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## RonanC (7 Apr 2009)

kanky2009 said:


> It would appear that a company I own shares in has filed, and become registered as a single member company. Even though I never sold my shares.
> 
> I have spoken to the CRO, would could offer no other help other than to talk to revenue, spoke to them and they couldnt help. Spoke to the ODCE and they said its a civil matter....


 
If its a civil matter, its a civil matter. Speaking to your solicitor would be first port of call, and see what advice he or she gives you. Are you the only other shareholder or is there more that might be affected by this company changing to a single member company?


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## oopsbuddy (7 Apr 2009)

I wouldn't read too much into the filing of the M1 form, as any director or Secretary can sign the form and file it. The real question is "Why" was this done? It may simply have been in error, or it may have been registered against the wrong company number (this does happen!), or there may be something more sinister going on. Do you have a share certificate for the shares you hold? If not, what confirmation do you have that you ever were a shareholder? Were you listed as a shareholder on the last annual return (or accounts, if any were filed)? Are there other shareholders? Is there a shareholders' agreement? Did you ever sign a Stock Transfer Form, and if so, who retained it? Have you downloaded a copy of the M1 from the CRO site, and if so, are the company details correct, and who signed it? Have you contacted the company to discuss this issue? 

As I said, the filing of the M1 is only a detail, you need to get behind what is going on at the company. There is a strong remedy available to minority shareholders whose rights are being oppressed (see s.205 Companies Act, 1963), but you would need to be clear on all of the above points before taking the issue further with a competent company law solicitor.


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## kanky2009 (7 Apr 2009)

I dont have the share certificates, but I can get the share certificates from the CRO to prove that I do own shares. I never signed any transfer document. To answer your question, no it wasnt a mistake on behalf of the person who filed the document, as the company details were wrong. No accounts have been filled in over 18 months etc etc.


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## MandaC (7 Apr 2009)

The CRO do not issue Share Certificates.  

Are you in contact with the Company?  Ask to see the Share Register which is a statutory book.  I would write to the Directors & Secretary and advise them that you hold X amount of shares and that the M1 filed the M1 form is incorrect and request that an M2 form be filed (as of the same day as the M1) on the same day to correct the error.


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## oopsbuddy (8 Apr 2009)

kanky2009 said:


> I dont have the share certificates, but I can get the share certificates from the CRO to prove that I do own shares. .



Mandac has correctly advised that the CRO do not issue or have copies of any share certificates. The company will/should issue them when you obtain shares.



kanky2009 said:


> I never signed any transfer document. .



That would rule out any possibility of you having transferred the shares then, but what evidence do you have that you were ever a shareholder in the first place? Was a Form B5 ever filed which recorded that shares were allotted to you by the company, or were shares transferred to you by another shareholder? Without confirmation of this, it may be that you 'invested' money in the company but never received any documentary evidence of your shareholding, which might leave you as an unsecured creditor rather than a shareholder. 



kanky2009 said:


> To answer your question, no it wasnt a mistake on behalf of the person who filed the document, as the company details were wrong. No accounts have been filled in over 18 months etc etc.



That was just a suggestion as to what COULD have happened, but I don't understand your comment above. What do you mean "it wasn't a mistake....as the company details were wrong"? Also, the failure to file accounts is a separate issue to your recorded shareholding, but still a matter of significant concern to any shareholder.

Please also bear in mind that I am also only giving you information here, to try to help you with your problem, and not questioning your belief in the validity of your claim to be a shareholder. I think that your most important tasks are to prove that you are a shareholder, then contact the company to find out whay they are filing documents which do not record you as such. If you do not get satisfaction, seek the assistance of a solicitor.

Good luck!


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## oopsbuddy (8 Apr 2009)

By the way, is Kanky2009 the same poster as the OP, Carrs? Is Carrs satisfied with any of the replies above?


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## MandaC (8 Apr 2009)

Another angle from it.  Were you listed as a shareholder on the last Annual Return filed.  Were you a shareholder then?


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## kanky2009 (8 Apr 2009)

I appreciate all the help that has been given to me on this topic by all the above posters.

The company was setup by a formation agent. When this was signed over to us I was listed on the companys register. So I would be listed there as a shareholder.

When I say that the company details are incorrect I mean that they only have 1 director, the registered address is incorrect, they havent lodged any returns etc.


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## MandaC (8 Apr 2009)

A company cant have one Director - they have to have 2 (one person can act as Director & Secretary)

How is the registered address incorrect - did they not change the address from the formation agent.

Has the company traded - are your shares worth anything?  If nothing is filed this company will just be struck off for non filing.  Did they even lodge their first return.

Did you purchase the shares or should you have been transferred them.

PM me if you want me to interpret the documents lodged


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## carrs (8 Apr 2009)

Thanks for coming back.  It would seem our previous accountant has done nothing for us.  (His services have been terminated).  I did not know that you paid CGT of 1% and assumed it was 20% so sent him a cheque for E2000 based on sale of shares at E10000.  He submitted this at the time to revenue for payment for which I have a receipt but surely he should have realised that this was too much.

There was no share transfer cert filled out (surprise surprise) so will I now be penalised for this.

Thanks for your help


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## MandaC (8 Apr 2009)

I think you are getting a bit confused between the different tax heads.  CGT is payable by you at 20% (22% from October 2008) on the gain (less your annual exemption).  You will have to check if your Accountant lodged the tax return.

Stamp Duty of 1% is payable (usually by the purchaser) and depending on the share purchase agreement.  This should be lodged with the SD4 within 30 days of the transaction.  Failing that there will be interest and penalties, though given the size of the transaction (€100 before interest and penalties) might not be too bad, depending on the date.


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## carrs (9 Apr 2009)

Thank you.

I was half asleep yesterday.  will have to speak to new accountant about stamp duty payable.  The payment for shares was made in 2005 so interest and penalties will be fairly adding up.  Oh why do you get such incompetent accountants that don't look after your affairs properly.


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## MandaC (9 Apr 2009)

Some Accountants are not great with Share Transfers (that side of it)  This is something that gets frequently forgotten (depending on the Accountants, of course)  For some reason they tend to concentrate on the tax side of it (CGT) and I often find unactioned share transfers going back years.

Most times these things do not come to light until the shares or business are being sold and due dilligence completed.


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## oopsbuddy (9 Apr 2009)

Carrs OP and Kanky's subsequent post are completely different scenarios, and are causing much confusion here! Are both of you referring to holding shares in an IRISH company, or are we talking about the transfer of shares in a UK company (regardless of selling these shares TO ANOTHER UK company)?

It sounds like Carrs sold shares for €10k in 2005, paid what he thought was his CGT liability and has a receipt from the Revenue. If this is an Irish company, it is the responsibility of the purchaser of those shares to have the STF stamped and to pay the bill! What you have outlined sounds largely correct, so be careful about slagging off your accountant before clarifying with him/her that there has been any error.

Kanky's circumstances are different by the sound of it. A company formation agent would only hold subscriber shares (the first shares issued on incorporation) "in trust" for the beneficial owner(s), so no stamp duty is payable here anyway. These shares would be transferred to the beneficial owners immediately post-incorporation, and if Kanky was registered as one of these beneficial owners in the Register of Members, that is prima facie evidence of his shareholding. Who holds the registers? What are the answers to the other questions regarding other shareholders, contact with the directors of the company, etc?

As MandaC pointed out, an Irish company MUST have a minimum of 2 directors, so if the company is listed as having only one, I must assume it is a UK company?? Otherwise the CRO would not accept any notification that would leave this number at less than 2.

It is difficult to give any more relevant advice to either Carrs or Kanky without splitting out their circumstances and their individual queries.


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## MandaC (10 Apr 2009)

oopsbuddy said:


> As MandaC pointed out, an Irish company MUST have a minimum of 2 directors, so if the company is listed as having only one, I must assume it is a UK company?? Otherwise the CRO would not accept any notification that would leave this number at less than 2.



Even though that is correct, I have on a number of occassions come across Irish companies when you check CRO there is only one Director.  One company I looked into was so messed up (they kept on appointing and resigning people all over the place.)  The trail went back to 1990  and was totally the fault of the Directors.  I phoned CRO and they said, that one is so all over the place that we dont know where to start and we are waiting on the company to correct.

I asked the Directors did they want me to sort it, but because of the fee involved they said no, so I left them to it.  Probably still like that.


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## MandaC (10 Apr 2009)

oopsbuddy said:


> Carrs OP and Kanky's subsequent post are completely different scenarios, and are causing much confusion here! Are both of you referring to holding shares in an IRISH company, or are we talking about the transfer of shares in a UK company (regardless of selling these shares TO ANOTHER UK company)?
> 
> It sounds like Carrs sold shares for €10k in 2005, paid what he thought was his CGT liability and has a receipt from the Revenue. If this is an Irish company, it is the responsibility of the purchaser of those shares to have the STF stamped and to pay the bill! What you have outlined sounds largely correct, so be careful about slagging off your accountant before clarifying with him/her that there has been any error.
> 
> ...




Yes it is confusing to people who might mix up the queries.  I took Carrs query to be an Irish Company, and Carrs sold his shares to a UK Company.  Of course the purchaser is responsible for the Stamp Duty (unless it states differently in the Agreement).  Why not check with the Accountant and ask for a breakdown of the funds paid.  If there is €2,000 paid, is there not an over payment there in the first place unless Carrs has used his CGT exemption somewhere else.


Kranky's I took was an Irish Company, where someone had filed an M1 when he did not agree to sell his shares.


Agree queries should be separate.


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## oopsbuddy (14 Apr 2009)

MandaC,

I sent you a PM re a query I have.

Thanks


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