Number 33/1963: FIFTH SCHEDULE. Contents and Form of Annual Return of a Company Having a Share Capital.

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33 1963

COMPANIES ACT, 1963

[GA]

FIFTH SCHEDULE.

Contents and Form of Annual Return of a Company Having a Share Capital.

Sections 125 , 395.

PART I.

Contents.

1. The address of the registered office of the company.

2. (1) If the register of members is, under this Act, kept elsewhere than at the registered office of the company, the address of the place where it is kept.

(2) If any register of holders of debentures of the company is, under this Act, kept elsewhere than at the registered office of the company, the address of the place where it is kept.

3. A summary, distinguishing between shares issued for cash and shares issued as fully or partly paid up otherwise than in cash, specifying the following particulars:

(a) the amount of the share capital of the company and the number of shares into which it is divided;

(b) the number of shares taken from the incorporation of the company up to the date of the return;

(d) the total amount of calls received;

(e) the total amount of calls unpaid;

(f) the total amount of the sums, if any, paid by way of commission in respect of any shares or debentures;

(g) the discount allowed on the issue of any shares issued at a discount or so much of that discount as has not been written off at the date on which the return is made;

(h) the total amount of the sums, if any, allowed by way of discount in respect of any debentures since the date of the last return;

(i) the total number of shares forfeited.

4. Particulars of the total amount of the indebtedness of the company in respect of all mortgages and charges which are required to be registered with the registrar of companies under this Act, or which would have been required so to be registered if created after the 1st day of July, 1908.

5. A list—

(a) containing the names, addresses and occupations of all persons who, on the 14th day after the company's annual general meeting for the year, are members of the company, and of persons who have ceased to be members since the date of the last return or, in the case of the first return, since the incorporation of the company;

(b) stating the number of shares held by each of the existing members at the date of the return, specifying shares transferred since the date of the last return (or, in the case of the first return, since the incorporation of the company) by persons who are still members and have ceased to be members respectively and the dates of registration of the transfers.

If the names aforesaid are not arranged in alphabetical order the list must have annexed thereto an index sufficient to enable the name of any person therein to be easily found.

6. All such particulars relating to the persons who, at the date of the return, are the directors of the company and any person who, at that date, is the secretary of the company as are by this Act required to be contained in the register of the directors and secretaries of a company.

Part II.

Form

ANNUAL RETURN of		Limited,
made up to the	day of	, 19
(being the 14th day after the date of the annual general meeting for the year 19______ ).

1. Address.

(Address of the registered office of the company).

2. Situation of the Registers of Members and Debenture-holders.

(a) (Address of place at which the register of members is kept, if other than the registered office of the company).

(b) (Address of any place other than the registered office of the company where any register of holders of debentures of the company is kept).

3. Summary of Share Capital and Debentures.

(a) Nominal Share Capital.

Nominal share capital £________divided into

(Insert number and Class) shares of_______________each

shares of_______________each

(b) Issued Share Capital and Debentures.

	Number	Class
Number of shares of each class taken up to the date of this return (which number must agree with the total shown in the list as held by existing members).	__________	__________	shares
	__________	__________	shares
	__________	__________	shares
	__________	__________	shares
	__________	__________	shares
	__________	__________	shares
Number of shares of each class issued subject to payment wholly in cash.	__________	__________	shares
	__________	__________	shares
	__________	__________	shares
Number of shares of each class issued as fully paid up for a consideration other than cash.	__________	__________	shares
	__________	__________	shares
	__________	__________	shares
Number of shares of each class issued as partly paid up for a consideration other than cash and the extent to which each such share is so paid up.	__________	__________	shares issued as paid up to the extent of £ __ per share.
	__________	__________	shares issued as paid up to the extent of £ __ per share.
	__________	__________	shares issued as paid up to the extent of £ __ per share.
	__________	__________	shares issued as paid up to the extent of £ __ per share.

Number of shares (if any) of each class issued at a discount.	__________	__________	shares
	__________	__________	shares
	__________	__________	shares
	__________	__________	shares
Amount of discount on the issue of shares which has not been written off at the date of this return.	£_______________________

			Number	Class
Amount called up on number of shares of each class	}	£_______ per share on	__________	__________	shares
		£_______ per share on	__________	__________	shares
		£_______ per share on	__________	__________	shares
		£_______ per share on	__________	__________	shares
Total amount of calls received including payments on application and allotment and any sums received on shares forfeited.				£_______________

				Number	Class
Total amount, if any, agreed to be considered as paid on number of shares of each class issued as fully paid up for a consideration other than cash.	}	£ ________ on	}
				__________	__________	shares
				__________	__________	shares
				__________	__________	shares
				__________	__________	shares
Total amount, if any, agreed to be considered as paid on number of shares of each class issued as partly paid up for a consideration other than cash.	}	£ ________ on	}
				__________	__________	shares
				__________	__________	shares
				__________	__________	shares
				__________	__________	shares
Total amount of calls unpaid.					£_______________
Total amount of sums, if any, paid by way of commission in respect of any shares or debentures.					£_______________
Total amount of sums, if any, allowed by way of discount in respect of any debentures since the date of the last return.					£_______________

	Number	Class
Total number of shares of each class forfeited.	__________	__________	shares
	__________	__________	shares
	__________	__________	shares
	__________	__________	shares
Total amount paid, if any, on shares forfeited.			£_______________
Note:—Where a company has converted any of its shares into stock then, where appropriate, the references to shares in paragraph 3 shall be taken as references to stock and references to number of shares shall be taken as references to amount of stock.
4. Particulars of 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 Act, 1963, or which would have been required so to be registered if created after 1st July, 1908.			£_______________
5. List of Past and Present Members.
List of persons holding shares in the company on the 14th day after the annual general meeting for 19 ____ 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, of the incorporation of the company.

Folio in register ledger containing particulars	Names, Addresses and Occupations	Account of Shares.				Remarks
		Number of shares held by existing members at date of return *†	Particulars of shares transferred since the date of the last return, or in the case of the first return, of the incorporation of the company, by (a) persons who are still members and (b) persons who have ceased to be members‡
			Number†	Date of Registration of transfer
				(a)	(b)

*The total number of shares held by each member must be stated, and the totals must be added up so as to agree with the number of shares stated in the Summary of Share Capital and Debentures to have been taken up.

†When the shares are of different classes these columns should be sub-divided so that the number of each class held or transferred may be shown separately.

‡The date of registration of each transfer should be given as well as the number of shares transferred on each date. The particulars should be placed opposite the name of the transferor and not opposite that of the transferee, but the name of the transferee may be inserted in the “Remarks” column immediately opposite the particulars of each transfer.

Notes.

(1) If the return for any of the 5 immediately preceding years has given as at the date of that return the full particulars required as to past and present members and the shares held and transferred by them, only such of the particulars need be given as relate to persons ceasing to be or becoming members since the date of the last return and to shares transferred since that date.

(2) If the company is not a private company, the return need not give any particulars relating to shares transferred by persons who are still members or who have ceased to be members or the dates of registration of the transfers.

(3) If the names in the list are not arranged in alphabetical order, an index sufficient to enable the name of any person to be readily found must be annexed.

(4) Where a company has converted any of its shares into stock then, where appropriate, the references to shares in paragraph 5 shall be taken as references to stock and references to number of shares shall be taken as references to amount of stock.

6. Particulars of Directors and Secretaries.
Particulars of the persons who are directors of the company at the date of this return.
Present Christian name or names and surname	Any former Christian name or names and surname	Nationality, if not Irish	Usual residential address	Business occupation and particulars of other directorships of bodies corporate incorporated in the State

Particulars of the person who is secretary of the company at the date of this return.
Name (In the case of an individual, present Christian name or names and surname. In the case of a body corporate, the corporate name)	Any former Christian name or names and surname	Usual residential address (In the case of a body corporate the registered or principal office)




	Signed _______________ Director.
	Signed _______________ Secretary.

Notes.

“Director” includes any person who occupies the position of a director by whatsoever name called, and any person in accordance with whose directions or instructions the directors of the company are accustomed to act.

“Christian name” includes a forename, and “surname” in the case of a person usually known by a title different from his surname, means that title.

“Former Christian name” and “former surname” do not include—

(a) 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; or

(b) in the case of any person, a former Christian name 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; or

The names of all bodies corporate incorporated in the State of which the director is also a director, should be given, except bodies corporate of which the company making the return is the wholly-owned subsidiary or bodies corporate which are the wholly-owned subsidiaries either of the company or of another body corporate of which the company is the wholly-owned subsidiary. A body corporate is deemed to be the wholly-owned subsidiary of another if it has no members except that other and that other's wholly-owned subsidiaries and its or their nominees. If the space provided in the form is insufficient, particulars of other directorships should be listed on a separate statement attached to this return.

Where all the partners in a firm are joint secretaries, the name and principal office of the firm may be stated.

*Delivered for filing by _________________________________

*This should be printed at the bottom of the first page of the return.

CERTIFICATES AND OTHER DOCUMENTS ACCOMPANYING ANNUAL RETURN.

Certificate to be given by a director and the secretary of every private company.

We certify that the company has not since the date of † (the incorporation of the company/the last annual return) issued any invitation to the public to subscribe for any shares or debentures of the company.

Signed _______________ Director.

Signed _______________ Secretary.

†in the case of the first return strike out the second alternative. In the case of a second and subsequent return strike out the first alternative.

Further Certificate to be given as aforesaid if the Number of Members of the Company exceeds 50.

We certify that the excess of the number of members of the company over 50 consists wholly of persons who, under paragraph (b) of subsection (1) of section 33 of the Companies Act, 1963, are not to be included in reckoning the number of 50.

Signed _______________ Director.

Signed _______________ Secretary.

Certified copies of Accounts.

Except in the case of a company which is excluded or exempt from the application of section 128 of the Companies Act, 1963, there must be annexed to this return a written copy, certified both by a director and by the secretary of the company to be a true copy, of every balance sheet laid before the annual general meeting of the company held during the period to which this return relates (including every document required by law to be annexed to the balance sheet) and a copy (certified as aforesaid) of the report of the auditors on, and of the report of the directors accompanying, each such balance sheet. If any such balance sheet or document required by law to be annexed thereto is in a language other than English or Irish there must also be annexed to that balance sheet a translation in English or Irish of the balance sheet or document certified in the prescribed manner to be a correct translation. If any such balance sheet as aforesaid or document required by law to be annexed thereto did not comply with the requirements of the law as in force at the date of the audit with respect to the form of balance sheets or documents aforesaid, as the case may be, there must be made such additions to and corrections in the copy as would have been required to be made in the balance sheet or document in order to make it comply with the said requirements, and the fact that the copy has been so amended must be stated thereon.

Banking Companies.

A banking company, in order to avail itself of the benefit of section 375 of the Companies Act, 1963, must add to this return a statement of the names of the several places where it carries on business.