First B1 CRO form return - issued share capital

mickwaffle

Just filling out first B1 on core.ie

When the company was set up, the group that did it said that 100,000 shares at €1 was standard, and all of them (100,000) issued to myself (I'm the only share holder).

I won't be putting in €100,000, this was just put down at the time as the amount of shares I would have.

So under the issues Share Capital section, what category do these shares fall into?

-Paid up on shares issued for cash
-Considered paid on other shares
-Total calls unpaid (E)
-Total not yet paid (F)
-Total standing to credit of Capital Conversion Reserve Fund

Any ideas?

Thanks.

viztopia

mickwaffle wrote: »

Just filling out first B1 on core.ie

When the company was set up, the group that did it said that 100,000 shares at €1 was standard, and all of them (100,000) issued to myself (I'm the only share holder).

I won't be putting in €100,000, this was just put down at the time as the amount of shares I would have.

So under the issues Share Capital section, what category do these shares fall into?

-Paid up on shares issued for cash
-Considered paid on other shares
-Total calls unpaid (E)
-Total not yet paid (F)
-Total standing to credit of Capital Conversion Reserve Fund

Any ideas?

Thanks.

Look at your memo and articles of association which will yell you the actual numbers.

ASJ Xavier Tobin

Hi Mick
100,000 shares would be the authorised share capital of the company. It is not the share capital issued to you. I assume (based on my experience in company formation) the issued share capital will be €100 i.e 100 shares of €1 each.
-Paid up on shares issued for cash= €100
-Considered paid on other shares= zero
-Total calls unpaid (E)= zero
-Total not yet paid (F) = zero
-Total standing to credit of Capital Conversion Reserve Fund = zero

Almost all the small limited companies are structured as above.

Please note that above is only an assumption. If you could PM me your CRO number, I will be able to tell precisely.

mickwaffle

Thanks for response! and sorry for my delay in getting back to you. I have checked my articles and memorandum, and the issued sahres is 100,000 at €1. Unfortunately, I don't have that money to be putting in to a company account! So can I change the issued capital to say €100 with this return?

Thanks Again.

ASJ Xavier Tobin wrote: »

Hi Mick
100,000 shares would be the authorised share capital of the company. It is not the share capital issued to you. I assume (based on my experience in company formation) the issued share capital will be €100 i.e 100 shares of €1 each.
-Paid up on shares issued for cash= €100
-Considered paid on other shares= zero
-Total calls unpaid (E)= zero
-Total not yet paid (F) = zero
-Total standing to credit of Capital Conversion Reserve Fund = zero

Almost all the small limited companies are structured as above.

Please note that above is only an assumption. If you could PM me your CRO number, I will be able to tell precisely.

dbran

Hi

If the issued shares is indeed 100,000 it may be difficult if not impossible to change this back to just 100. You cannot redeem them unless you have sufficient revenue reserves available. And you cannot otherwise cancel them without trip to the high court.

It's unlikely a company formation agent set it up in this way.

Who are the subscribers to the company and how many shares did they agree to subscribe to.

Regards

Dbran

mickwaffle

Thanks again for your response.

Unfortunately, I got so far as to getting (what i thaught!) was the basics off the agent (template memorandum and nearly completed A1 forms)

Unfortunately I then perceeded to submit the forms myself (because it was far cheaper). With authorised and issued capital as 100,000 shares at €1 each.

My cheapness has obviously backfired.. Anways, live and learn I suppose!

As it stands, I am the only shareholder, and own the 100,000 issued shares. There is one other director with no shares in the company.

For my first B1 return, would it best to put these shares down as "Not yet paid up for". Until I seek seek a professional to sort this out?

Or.. Seeing as I am the only share holder, can I have the shares "considered paid" given the fact that I have made/designed something for the company?

Again thanks for your help on this!

dbran wrote: »

Hi

If the issued shares is indeed 100,000 it may be difficult if not impossible to change this back to just 100. You cannot redeem them unless you have sufficient revenue reserves available. And you cannot otherwise cancel them without trip to the high court.

It's unlikely a company formation agent set it up in this way.

Who are the subscribers to the company and how many shares did they agree to subscribe to.

Regards

Dbran

dbran

Hi

Yes. Your cheapness has indeed backfired. The price of getting a company incorporated properly and professionally is about €300. If you dont know what you are doing you can very easily make a mess. If you cant afford to spend the money then you have to ask yourself why the heck do you need to form a limited company in the first place.;) Anyway rant over. Now to your situation.

You are going to have to get rid of this company and form another one. I hope that you have not traded with this company yet etc.

Your company is limited by shares which means that the shareholders are limited in liability to the value of the shares that they have agreed to contribute to the company. Therefore if this company is ever wound up you will be liable to contribute €100,000 towards the debts of company. Thats the reason why you only issue 1 share at €1 each so you only have a liability limited to €1

To strike off the company is going to cost €300 (assuming voluntary strike off) and €300 for a new company. So total cost spend for you of incorporation so far is going to be at least €600 for a bog standard company which should have only cost you €300.

But look on the bright side, could have cost you €100,000!:)

Hope this helps and good luck.

dbran

mickwaffle

This seems to get worse and worse for me!

Unfortunately I have already started trading.. about 10K turnover with 3K expenses since incorporation. I'm also registered for all taxes (including VAT) with the Revenue, and I'm making monthly returns via ROS.
If your'e wondering why I have tried go about this by myself instead of seeking professional help, it's just because I'm not planning to have a significant turnover for now, but just wanted to have everything ready to go when I start to launch things.. Then I would proceed with accountants etc.

Anyways, as for the €100,000 which I now owe to the company, can I just leave this sitting there? as "Not yet Paid up". I have no loans or debtors, just a bit of cash in the company bank account (which is also all setup).
As for me, I'm a student, so I've nothing to hold to that €100,000 expect the clothes on my back!

Thanks again.

dbran

Hi

I'm sorry if I have worried you unduely. You dont have to pay it to the company yet and you can, as you say, leave it sitting there indefinately although the accounts may look a little odd with 100k unpaid share capital sitting as a debtor on the balance sheet.

But personally I would wind the company down and open up a new one as you may be liable for the debts of the company if a liquidator decides to call in all the share capital that you owe.

Kind Regards

Dbran

mickwaffle

Hi Dbran

Thanks for your advice, it has cleared up a lot for me.

For the moment I'm going to let things sit as they are. My customer base is very limited, so I don't expect any huge risk in the coming months of the shares being called upon. I can always decide to wind down in the next few months, so for this return anyway, I'll sit it out!

Thanks again!

Mick.

Gerry1995

ASJ Xavier Tobin wrote: »

Hi Mick
100,000 shares would be the authorised share capital of the company. It is not the share capital issued to you. I assume (based on my experience in company formation) the issued share capital will be €100 i.e 100 shares of €1 each.
-Paid up on shares issued for cash= €100
-Considered paid on other shares= zero
-Total calls unpaid (E)= zero
-Total not yet paid (F) = zero
-Total standing to credit of Capital Conversion Reserve Fund = zero

Almost all the small limited companies are structured as above.

Please note that above is only an assumption. If you could PM me your CRO number, I will be able to tell precisely.

Sorry to jump in here but I would also appreciate advice here, my company is exactly as you outline above, so for the rest of the page on shares i.e. Shares Issued
I have Class= ordinary
Number = 100
total nominal value= 1
Total premium paid = 1
Total amount paid = 100
Totals (A) 100 (C) 100
Consideration - not all cash
all blank
Totals (B) = 0 (D) = 0
Total number of shares issued (A)+(B) = 100
Total paid and unpaid (C)+(D)+(E)+(F) = 100

Does seem ok
Thanks

teslaradin

I'm in exactly the same situation as the OP - started the company with 100k authorised shares at €1 each and divided them 50/50 between myself and another director. I'm doing my B1 online at cro.ie and have run into the same confusion regarding how to fill in the share details.

Haven't done any trading yet, so I'd rather get the B1 submitted and then figure out how to fix things. My setup is this:

Authorised Share Capital
100k ordinary shares @ €1 each

Issued Share Capital
Total not yet paid (F): 100k

Shared Issued
Total Number of shares issued - (A): 100k
Total Amount paid (C): 0
Made up as follows: 100k ordinary shares, nominal value 100k, total amount paid 0

This passes the CRO validation check, but I'd like to confirm that it's actually consistent with how I screwed up the Articles of Association :-)

Many thanks!

2moreMinutes

This thread should be stickied and used as a point of reference when people claim accountants overcharge for simple form filling.

teslaradin

2moreMinutes wrote: »

This thread should be stickied and used as a point of reference when people claim accountants overcharge for simple form filling.

Alternatively, it should be stickied so that more people are aware of the solitary pitfall which can complicate a task that can otherwise be accomplished by an Adobe Reader macro, and is therefore not worth €300.

mickwaffle

teslaradin wrote: »

I'm in exactly the same situation as the OP - started the company with 100k authorised shares at €1 each and divided them 50/50 between myself and another director. I'm doing my B1 online at cro.ie and have run into the same confusion regarding how to fill in the share details.

Haven't done any trading yet, so I'd rather get the B1 submitted and then figure out how to fix things. My setup is this:

Authorised Share Capital
100k ordinary shares @ €1 each

Issued Share Capital
Total not yet paid (F): 100k

Shared Issued
Total Number of shares issued - (A): 100k
Total Amount paid (C): 0
Made up as follows: 100k ordinary shares, nominal value 100k, total amount paid 0

This passes the CRO validation check, but I'd like to confirm that it's actually consistent with how I screwed up the Articles of Association :-)

Many thanks!

Hi teslaradin!

I did exactly what you have done here; Entered that the total amount paid (c) to zero. It passed the validation for me so I'm not too worried.

If you are a small company like me I don't think you have anything major to worry about. As far as I know (and I'm not an accountant so don't take this for gospel), You owe the company 100K, but you also own the company so its like owing it to yourself. If however you're company gets into trouble with paying bills, or gets sued etc. you may be liable for up to 100K. In a limited Liability company the shareholders "risk" is limited to the share capital they invest... in our case this is 100K.