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How to assign shares in a limited company

  • 17-01-2019 10:43pm
    #1
    mcsean2163
    Registered Users Posts: 1,839 ✭✭✭


    We have a company with 1,000 shares in it.

    660 of the shares a already assigned

    We need to assign a further 50 to a new entrant into the company. Any ideas how it can be done?

    CRO says to go to revenue : https://www.cro.ie/Post-Registration/Company/Share-Transfer

    Revenue says to file a stamp duty report.

    We're a startup developing a product via Enterprise Ireland, so currently have no accountant. Is there a form we can return to assign the shares?


Comments

  • #2
    antoinolachtnai
    Registered Users Posts: 9,773 ✭✭✭antoinolachtnai


    This is not a transfer. Transferring is when the issued shares are moved from one person to another.

    Have a look at https://www.companyformations.ie/company-secretarial/issue-transfer-of-shares/

    This is the site of a secretarial company that charges fees for this work, obviously, but it outlines the *secretarial* steps and forms to do what you want to do.

    If the company has received funding from EI and consequently (or otherwise) has a value significantly greater than zero, there are going to be tax implications for the recipient. The recipient in this case needs to seek tax advice.

    If the company has not got a shareholders' agreement in place for the new shareholder to sign and has not reviewed its constitution to ascertain its suitability for the expanded share register, then the company needs legal advice.


  • #3
    [Deleted User]
    Posts: 0 ✭[Deleted User]


    http://www.kearneycurran.ie these guys can do that for you


  • #4
    mcsean2163
    Registered Users Posts: 1,839 ✭✭✭mcsean2163


    Thanks for the advice guys. I did this before at the click of a button via companies house in the UK.

    If there is a form to fill, I'd prefer to do it that way than spend our startup money on something that took me two minutes in the UK.

    Does anyone know if there is a form to assign shares in a company to a non-employee and non-director. Basically, the rss1 will not work.


  • #5
    pedroeibar1
    Closed Accounts Posts: 5,108 ✭✭✭pedroeibar1


    mcsean2163 wrote: »
    Thanks for the advice guys. I did this before at the click of a button via companies house in the UK.

    If there is a form to fill, I'd prefer to do it that way than spend our startup money on something that took me two minutes in the UK.

    Does anyone know if there is a form to assign shares in a company to a non-employee and non-director. Basically, the rss1 will not work.


    That post really illustrates your inexperience and the trouble you are creating for yourself. Go back, read Post #2 and take that advice.


  • #6
    mcsean2163
    Registered Users Posts: 1,839 ✭✭✭mcsean2163


    Pedro,

    I'm none the wiser having read your post.

    The EI funding is going directly to a company member and hence company is still valued at zero. It seems you are part of the brigade that wants to make simple things difficult in order to profit from it.

    Case in point, in the UK, I could do my own taxes but here I am obliged to do my taxes through an accountant and pay, a lot.

    If anyone has any advice besides pay lots of money to someone, I'd really appreciate it.


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  • #7
    pedroeibar1
    Closed Accounts Posts: 5,108 ✭✭✭pedroeibar1


    mcsean2163 wrote: »
    Pedro,

    I'm none the wiser having read your post.

    The EI funding is going directly to a company member and hence company is still valued at zero. It seems you are part of the brigade that wants to make simple things difficult in order to profit from it.

    Case in point, in the UK, I could do my own taxes but here I am obliged to do my taxes through an accountant and pay, a lot.

    If anyone has any advice besides pay lots of money to someone, I'd really appreciate it.


    You are either a troll or totally ignorant of what is considered to be good corporate governance. From what you have written you appear to have no conception of the difference between a company, a shareholder, a director and an individual. Or about corporate structure and the need for a shareholder agreement. Nor can I understand how - as you state - EI would invest funds in an individual when the business is being conducted by a company. Nor is it clear if you even know about small company exemptions on accounts.
    I suggest you read THIS and look at #5 page5
    Anyone starting out in business that regards a 100 euro or so payment as 'lots of money' really needs to question the mindset.


  • #8
    antoinolachtnai
    Registered Users Posts: 9,773 ✭✭✭antoinolachtnai


    mcsean2163 wrote: »
    Pedro,

    I'm none the wiser having read your post.

    The EI funding is going directly to a company member and hence company is still valued at zero. It seems you are part of the brigade that wants to make simple things difficult in order to profit from it.

    Case in point, in the UK, I could do my own taxes but here I am obliged to do my taxes through an accountant and pay, a lot.

    If anyone has any advice besides pay lots of money to someone, I'd really appreciate it.

    If you really want to avoid bureaucracy, then just shake hands on it, maybe write a letter and don't bother issuing the shares until later. This has risks of its own. But it is cheap, and issuing shares does not really do much in and of itself to resolve things. And the company you are issuing shares in doesn't have any intellectual property vested in it, so the shares are and will be basically worthless to the guy you are issuing them to.

    After you have spent a few mornings in the High Court and a long daydown in the Law Library for hearing and mediating a shareholder dispute where there was no shareholder agreement (as I have) we will be glad to hear your lecture on how to save money.


  • #9
    pedroeibar1
    Closed Accounts Posts: 5,108 ✭✭✭pedroeibar1


    antoinolachtnai wrote: »
    After you have spent a few mornings in the High Court and a long daydown in the Law Library for hearing and mediating a shareholder dispute where there was no shareholder agreement (as I have) we will be glad to hear your lecture on how to save money.


    Darwin rules - those who ignore shareholders agreements generally are such poor managers the business never grows and usually fails.

    The last mediation I was involved with (commercial, but not about the lack of a shareholders agmt) the mediator – a SC – got 15k for the day, the plaintiff's law firm had already earned more than that and probably would charge about 3-5k for the day and the expert witnesses were on €350 per hour or 1.5k for the day. Both plaintiff and defendant went home very unhappy.

    Guess who the winners were!


  • #10
    mcsean2163
    Registered Users Posts: 1,839 ✭✭✭mcsean2163


    Pedro,

    I am neither a troll nor an expert in company law but I have been blessed with manners. The following link may be of assistance to you: http://lmgtfy.com/?q=what+are+manners%3F

    Your link is very interesting:

    5 Must I have a tax agent to act on my behalf?
    There is no legal obligation to do so. However, many new
    businesses engage a tax agent or accountant to deal with tax
    and other matters – in particular, in the start-up period.

    My accountant told me that the accounts for a limited company had to be done by an accountant in Ireland. Your link seems to contradict that assertion.


  • #11
    ismat
    Registered Users Posts: 167 ✭✭ismat


    You need to file a form b5 on the CORE system in the CRO to register the share issue.
    I would 100% agree with the other posters who are advising you to get proper professional advisors. You appear to have little if any knowledge of Irish compliance requirements from your posts above and a few euro spent on proper advice will be money well spent.
    Good luck with the business venture


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  • #12
    mcsean2163
    Registered Users Posts: 1,839 ✭✭✭mcsean2163


    Thanks ismat,

    I'm inclined to agree after the berating I've gotten!

    We've a list of thing to pay including about €3,500 for insurance but as the other posters say, it seems a few hundred on the shares may be a priority!


  • #13
    pedroeibar1
    Closed Accounts Posts: 5,108 ✭✭✭pedroeibar1


    mcsean2163 wrote: »
    Pedro,

    I am neither a troll nor an expert in company law but I have been blessed with manners. The following link may be of assistance to you: http://lmgtfy.com/?q=what+are+manners%3F

    Your link is very interesting:

    5 Must I have a tax agent to act on my behalf?
    There is no legal obligation to do so. However, many new
    businesses engage a tax agent or accountant to deal with tax
    and other matters – in particular, in the start-up period.

    My accountant told me that the accounts for a limited company had to be done by an accountant in Ireland. Your link seems to contradict that assertion.


    Pity you saw the need to Google a smart response rather than look up the critical nature and need for a strong shareholders agreement in a start-up.
    The information / link I gave you is to the Irish Revenue site. Make of it what you will.

    Mod Snip
    Thanks Pedro but that bit adds nothing to the thread. Please remember, if you have the choice of being right or being kind. Try choosing kind for a change. You never know, you might feel better for it.

    The Gloomster!


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