Changing The Share Capital

A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone.

In Association with:-

Online CPD for Accountants &
Professional Advisors

Changing the Share Capital

Presenter:
Conor Sweeney,
B.A., F.C.I.S., Dip Corp Gov.

CPDStore.com

Unit 3, South Court, Block D, Iveagh Court,
Wexford Road Business Park, 5 – 8 Harcourt Road,
Carlow. Dublin 2.
059 9183888 01 4110000
www.OmniPro.ie www.CPDStore.com


Changing the Share Capital

Contents Page

Changing the Share Capital 1

Supporting Documentation 16

CRO Forms 19


Shares & Share Capital

Share Capital
• Share Capital
• Share Capital Classifications
• Share Certificates
• Transfer of Shares
• Allotment of Shares
• Changes in Share Capital
• Section 40

OmniPro Education & Training 1 of 33


Share Capital
• What is a share?
- An intangible accumulation of rights, interests
and obligations
• The rights:
– Attend and vote at general meetings
– A proportion of the profits of a company –
dividend
– The capital surplus on winding up
– Right to notice & information from Company

Share Capital
• Allow a Company raise funds to carry out
activities and make a return for members

• Members can invest & make a return

• Acquire another firm or gain control of a
company

Share Capital
• A shareholder is a member of a company whose
liability is limited to the amount unpaid on its
shares
• Sec 31(1) CA 1963 “The subscribers to the
memorandum of a company shall be deemed to
have agreed to become members of the
company and on its registration, shall be entered
as members on its Register of Members.”



Share Capital Classifications
• Authorised Share Capital – maximum
amount of share capital which can be
issued per the Memorandum
• Issued Share Capital – Number of shares
allotted to members
• Nominal Value – Monetary value given to a
share

• Paid up Capital – Issued share capital fully paid
by the members
• Uncalled (unpaid) Share Capital – The amount of
issued share capital that has not yet been paid
and thus the members are still liable for
• Share Premiums – Difference between nominal
price and what is actually paid for the shares

• Ordinary shares unless specifically otherwise
stated – Check Articles for rights
– A Ordinary, B Ordinary etc shares etc
• Same as ordinary may have different voting rights attached
or dividend policies
• Preference shares –
– Cumulative or non cumulative
– Cumulative unless specifically otherwise stated
– If profits are not sufficient to pay dividend, payable when
company has sufficient profit
• Redeemable Shares
• Debentures and Loan Stocks



• Rights of Preference Shares
– Income – fixed rate.
– Voting - Often non voting
– Redeemable
• Redeemable at some future date. Fixed or determinable
by the Board with a set amount of notice
• Articles must permit redemption.
• Articles may require amendment
– Winding Up
• Priority payment to ordinary shareholders on paid up
amount
• Usually get no share of assets available for members
thereafter upon wind up

Share Certificates
• Sec 86 CA, 1963 states that each
shareholder is to be furnished with a share
certificate
• Prima facie evidence of ownership
• Completed and issued within 2 months
• Signed – 2 Directors or Director &
Secretary & Company Seal
• Valuable document

Transfer of Shares
• Ability of shareholders to transfer shares to
existing shareholders or third parties
• Sec 79 – 90 of Companies Act 1963
• Regulation 22 – 28 Table A
• Directors have right to refuse any transfer
of shares in a Private Limited Company



Transfer of Shares
• Review Memo & Arts – Restriction of
transfer
• Complete written stock transfer form
• Board meeting to approve transfer of
shares
• Table signed stock transfer form
• E-file Stamp Duty form through ROS

Transfer of Shares
• Stamp Duty payable – 1% of consideration
- exempt if consideration is less than €1,000 –
statement signed on back of form
• Once Stock Transfer Form & Stamp Certificate
received, write up Reg of Members (latest date)
• Cancel old certificates and issue new certificate
• Update Register of Transfers & Interests
• Transfer – shown on Members section Annual
Return

Procedure & Docs
• Board Minute
• Stock Transfer Form
• SDR2 Stamp Duty Return or ROS
• Share Certificate
• Update Registers
• M1 or M2 CRO forms (if necessary)



Allotment of Shares
• The Directors of a Company may allot shares in the
capital of the Company, if they have the authority, to
existing shareholders or third parties
• Allotment used to raise money for the Company
• Sec 20 C(A)A, 1983 – The Directors of a company shall
not exercise any power of the company to allot relevant
securities unless the directors are… authorised to do so
by
- the company in general meeting
- the articles of association of the company

Authority To Allot Shares
• Directors may not allot shares unless
have power
• Renewed every 5 years
• Ordinary Resolution – G2 form
• May have to amend Articles of Assoc
• G1 & Amended Memo & Arts

Increase in Authorised Share
Capital
• Before shares may be allotted, Co. must
have sufficient unissued authorised share
capital
• Check Memo & Arts
• If not must increase authorised share
capital
• Sec 68 CA, 1963 power to alter its share
capital



Increase in Authorised Share
Capital
• Board meeting
• Written Resolution of Members / EGM(75%)
• G1 Special resolution form
• Form B4
– Old authorised share capital
– Increase in share capital
• Revised M&A reflecting increased share capital
• File at CRO within 15 days of passing resolution -
€15 per document

Form B4
• Company No.
• Company Name
• Date of Increase
• Existing Authorised Share Capital
• Value of Increase of Authorised Share Capital
• Total Authorised Share Capital
• Division of Share Capital & Rights attached
• Signed by current Director or Secretary

Pre-Emption Rights
• Sec 23 C(A)A 1983 ( a ) shall not allot any of those securities on
any terms to any person unless it has made an offer to each
person who holds relevant shares or relevant employee shares
to allot to him on the same or more favorable terms a proportion
of those securities which is as nearly as practicable equal to the
proportion in nominal value held by him of the aggregate of
relevant shares and relevant employee shares; and
( b ) shall not allot any of those securities to any person unless
the period during which any such offer may be accepted has
expired or the company has received notice of the acceptance or
refusal of every offer so made



Pre-Emption Rights
• Pre-emption – right of first refusal
• Sec 23 is usually dis-applied in Articles of a
Private Limited Company
• Pre-emption rights maybe waived by the
members
• Articles should always be reviewed prior to
allotment

Allotment of Shares
• Directors announce intention to allot
• Individual or entity apply for shares
• Check Articles of Assoc for pre-emption rights
• Pre-emption – right of first refusal existing
shareholders
• Shares issued for cash or non cash
• Cash and / or non cash consideration Form B5
and Form 52

Allotment of Shares
• Shares maybe issued at a premium

• Money is transferred into Share Premium
A/c

• Shares cannot be issued for a discount



Allotment of Shares
• Hold board meeting – table letters of application
• Approve allotments
• Write up Register of Members & Reg of
Allotments
• Receive payment for shares
• Issue share certificates
• File B5 at CRO within 1 month (Form 52)

B5 Form
• Company No.
• Company Name
• Registered Office
• Date of Allotment
• Allottees
- Full Name and Address
- Share Class
- Number of Shares allotted

B5 Form
• Presenter Details
B - Consideration for allotments
- Cash
- Non-cash
- Both cash & non-cash
C – Consideration for cash
- Number of shares
- Share Class
- Nominal value per share
- Amount paid or due to be paid
- Amount paid or due including premium



B5 Form
D – Non-cash consideration
- Number of shares
- Share Class
- Nominal value per share
- Amount to be treated on each share
• Form should be signed by current Director
or Secretary of the Company

Changes in Share Capital
• Consolidation
• Division
• Conversion
• Subdivision
• Redemption
• Cancellation
• Form 28, G1 & Memo & Arts of Association

Redemption of Shares
• Sec 207 CA, 1990 allows a Co. to issue
redeemable shares
• Co.’s may only issue & redeem redeemable
shares provided the following are met;
(a)The issue and redemption of redeemable shares
is authorised by the Co. Arts of Assoc;
(b)The nominal value of issued share capital which
is not redeemable is not less than 10% of the
nominal value of the total issued share capital of
the Co.;



(c) the shares redeemed are fully paid;
(d) terms of the redemption provide for payment in
full;
(e) The funds used to finance the redemption must
be from profits which are available for
distribution;
(f) Where shares are cancelled, such shares may
also be redeemed out of proceeds of fresh issue
of shares made for the purpose of redemption;

(g) Any premium paid on the redemption of the shares
must be paid out of profits available for distribution
(h) Where shares were issued at a premium, any premium
payable on the redemption, maybe paid out of proceeds
of a fresh issue of shares made for that purpose up to an
aggregate of the premium received on issue of shares
redeemed or the current amount in Share Premium
Account

• Sec 210 CA, 1990 permits a Company to
convert share capital to redeemable share
capital

• Redeemed shares may be:
- cancelled
- retained by company – treasury shares



Redemption of Shares -
Procedure
• Board Meeting
• EGM (75%) / Written Resolution
• G1 Special Resolution – New Share Class &
power to issue or convert redeemable shares
• Amended Memo & Arts
• Board Meeting
• EGM / Written Resolution
• G2 & Form 28 – Redeem & Cancel
• File within 1 month

Purchase of Own Shares
• Acquisition by a Company of It’s Own Shares, Share
Buyback, Share Repurchase
• Sec 211 CA, 1990 - A Private Limited Company may, if
so authorised by its articles, purchase its own shares
• A Co. shall not purchase any of its shares if as a result of
such purchase the nominal value of the issued share
capital which is not redeemable would be less than one
tenth of the nominal value of the total issued share
capital of the Co.

• Shares must be fully paid up
• Shares may only be purchased from
distributable profits (Sec 45 CA, 1983)
• “Off Market Purchases” – shares not traded
on a Stock Exchange
• Authorised by Articles of Association



• Contract must be authorised in advance
• Terms of purchase
• Special Resolution – 75%
- authorise the terms of proposed contract of
purchase before contract is signed
- Contract available for inspection 21 days before
EGM
• Shares maybe cancelled or held as treasury
shares

Purchase of Own Shares -
Procedure
• Board Meeting – recommend to
shareholders
• Draft contract
• EGM 21 days notice
• G1 Special Resolution
• H5 Form
• Board meeting – Execute contract

Contact Details
Conor Sweeney –
csweeney@omnipro.ie
Amy Brennan – abrennan@omnipro.ie

info@omnipro.ie
059 9183888
www.omnipro.ie



OmniPro Services
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OmniPro Contact Details
Unit 3, South Court, Block D,
Wexford Road Iveagh Court,
Business Park, Harcourt Road,
Carlow Dublin 2
059 9183888 01 4110000
info@omnipro.ie www.omnipro.ie



Joe Bloggs Limited
Minutes of a Meeting of Directors held at 1 Main Street, Carlow, Co. Carlow on
15th day of September 2009 at 3.00p.m. .

PRESENT: Joe Bloggs - In the Chair
Mary Bloggs

ATTENDING:

QUORUM: Joe Bloggs took the chair and declared that a quorum
was present.

NOTICE: It was noted that notice of the meeting had been given
to all the Directors and a quorum of Directors were
present.

IT WAS RESOLVED:-

POWER TO The Chairman noted that the Directors have the power to allot
ALLOT SHARES: shares pursuant to Sec 20 of Companies (Amendment) Act, 1983
and the Articles of Association.

ALLOTMENT OF A letter of application from Joe Bloggs in respect
SHARES: of the 100 Ordinary Shares of €1 each was laid before the
board.

IT WAS RESOLVED:-

“THAT 100 Ordinary shares of €1 each in the capital of the
Company be allotted for cash at par as follows:-

Name of Allotee Amount Paid No. of Shares

Joe Bloggs €100 100 Ordinary
Shares of €1
each.”

STATUTORY “THAT the Secretary be and is hereby instructed to arrange
REGISTER: for the necessary entries to be made in the statutory books
of the Company.”

SHARE CERTIFICATE: It was unanimously resolved:-

"THAT the relevant share certificate numbered 3 arising
from the above allotment be sealed, signed and issued."

STATUTORY “THAT the Secretary be and is hereby instructed to



FORMS: arrange for the filing of the necessary statutory forms.”

There being no further business the meeting was
concluded.

___________________________
Chairman

___________________________
Date



Joe Bloggs Limited
Minutes of a Meeting of Directors held at 1 Main Street, Carlow, Co. Carlow on 15th day of
September 2009 at 3.00p.m. .

PRESENT: Joe Bloggs - In the Chair
Mary Bloggs

ATTENDING:

QUORUM: Joe Bloggs took the chair and declared that a quorum
was present.

NOTICE: It was noted that notice of the meeting had been given to all the
Directors and a quorum of Directors were present.

IT WAS RESOLVED: -

TRANSFERS OF “THAT the following share transfers be and are hereby
SHARES: approved for registration in the statutory books of the Company,
subject to the production of duly completed stock transfer forms
as appropriate:-

Transferor Transferee No. of Shares

Joe Bloggs John O’Brien 1 Ordinary Share of €1 each

Mary Bloggs Mary O’Brien 1 Ordinary Share of €1 each.”

SHARE CERTIFICATES: It was agreed that, subject to the production of duly stamped
stock transfer forms and the necessary entries being made in
the statutory books of the Company, new share certificates in
respect of the shares be sealed, signed and issued.

STATUTORY “THAT the Secretary be and is hereby instructed to arrange for
REGISTER: the necessary entries to be made in the statutory books of the
Company.”

STATUTORY “THAT the Secretary be and is hereby instructed to arrange
FORMS: for the filing of all the necessary statutory forms.”

It was noted that the old share certificates had been duly
cancelled.

There being no further business the meeting concluded.

DATE:___________________CHAIRMAN:___



Notice of increase in authorised capital
Section 70 Companies Act 1963
Section 249A Companies Act 1990 (inserted by section
107 Company Law Enforcement Act 2001)
Companies Act 1990 (Form and Content of Documents
Delivered to Registrar) Regulations 2002

CRO receipt date stamp
Companies Acts 1963 to 2003

B4
Company number

1 2 3 4 5 6
Please complete using black typescript or BOLD CAPITALS, referring to explanatory notes
Company name Joe Bloggs
in full Limited

Authorised share
capital
Day Month Year
Date of resolution
to increase 1 0 0 6 2 0 1 0

Existing authorised €/__ 100,000
capital
+
Value of increase
€/__ 900,000
of authorised capital
=
Total authorised capital €/__ 1,000,000

Division of additional Class of shares Number of shares Authorised value per share €/__
authorised capital Ordinary 900,000 1.00

Conditions attaching The new Ordinary Shares shall rank pari passu with the existing Ordinary shares
to new shares
note one of the company

Certification I hereby certify that the particulars contained in this form are correct and have been given in accordance
with the Notes on Completion of Form B4.

Signature Name in bold capitals or typescript

Joe Bloggs

Director Secretary note two Date

Presenter details
Name OmniPro Corporate Consultants Limited
Address Carlow

DX number DX exchange
Telephone number 059 9183888 Fax number 059 9182974
E-mail info@omnipro.ie Reference number JOBL1PCC
Form effective date: 15 February 2005 OmniPro Education & Training 19 of 33

A Personalised CPDCOMPLETION OF will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone.
NOTES ON Certificate of Completion FORM B4
These notes should be read in conjunction with the relevant legislation.

General This form must be completed correctly, in full and in accordance with the following notes.
Every section of the form must be completed. Where "not applicable", "nil" or "none" is
appropriate, please state.
Where €/__ appears, please delete as appropriate. Where /__ applies, give the relevant
currency, if not euro.
Where the space provided on Form B4 is considered inadequate, for example the use of
multiple currencies, the information should be presented on a continuation sheet in the same
format as the relevant section in the form. The use of a continuation sheet must be so indicated
in the relevant section.
A resolution and amended memorandum and articles of association must accompany this
form.

note one For example, voting rights, dividend rights, winding up rights, etc. If any of the new shares are
preference shares, state whether they are redeemable or not.

note two Tick the relevant box(es). This form must be certified by a current officer of the company.

Further information

CRO address When you have completed and signed the form, please file with the CRO.

The Public Office is at 14 Parnell Square, Dublin 1. The DX address for the CRO is 145001.

If submitting by post, please send with the prescribed fee to the Registrar of Companies at:

Companies Registration Office, O'Brien Road, Carlow, County Carlow

Payment If paying by cheque, postal order or bank draft, please make the fee payable to the
Companies Registration Office. Cheques or bankdrafts must be drawn on a bank in the
Republic of Ireland.

Please carefully study the explanatory notes above. A Form B4 that is not completed correctly or is not
accompanied by the correct documents or fee is liable to be rejected and returned to the presenter by the CRO
pursuant to section 249A Companies Act 1990 (inserted by section 107 Company Law Enforcement Act 2001).
Unless the document, duly corrected, is relodged in the CRO within 14 days, it will be deemed to have never
been delivered to the CRO.

FURTHER INFORMATION ON COMPLETION OF FORM B4, INCLUDING THE PRESCRIBED FEE, IS AVAILABLE
FROM www.cro.ie OR BY E-MAIL info@cro.ie



COMPANY NAME LIMITED
(Incorporated in the Republic of Ireland under the Companies Acts, 1963 to 2006)
ORDINARY SHARES OF €1.00 EACH

CERTIFICATE NO. NO. OF SHARES

This is to certify that NAME OF REGISTERED HOLDER

of ADRESSS OF REGISTERED HOLDER

are the Registered Proprietors of NUMBER OF SHARES Ordinary Shares of €1.00 each fully paid in the capital of COMPANY NAME
LIMITED subject to the Memorandum and Articles of Association of the Company.

GIVEN under the Common Seal of the Company

This day of 2007

..................................................

.................................................. Directors

.................................................. Secretary

EXD.....No transfer of any of the above Shares will be registered unless accompanied by this Certificate



STOCK
TRANSFER
FORM (Above this line for Registrars only)
Certificate lodged with the Registrar

Consideration Money €1 (For completion by the Registrar/Stock Exchange)
Form No. 138 Full name of Under-taking. Joe Bloggs Limited
Full description of Ordinary Share of €1
Security.
Number or amount of Words Figures
Shares, Stock or other
security and, in figures
column only, number and
denomination of units, if One
any.
( 1 unit of €1)
Name(s) of registered
holder(s) should be given
In the name of
in full; the address should
be given where there is
only one holder. Mary Bloggs
1 Main Street
If the transfer is not made Carlow
by the registered holders(s)
insert also the name(s) and
capacity (e.g., Executor(s)
of the person(s) making the
transfer.
We hereby transfer the above security out of the name(s) aforesaid to the person(s) Stamp of Selling Broker(s) or, for transactions
named below or to the several persons named in Parts 2 of Brokers Transfer Forms which are not stock exchange transactions of
relating to the above security: Agent(s), if any, acting for the Transferor(s).

Delete words in italic except for stock exchange transactions.

Signature(s) of transferor(s)

1 ………………………………………………………………………
2 ………………………………………………………………………
3 ………………………………………………………………………
4 .………………………………………………………………………
Bodies corporate should execute under their common seal.
Date…………………
Full name(s) and full postal
address(es) (in-cluding
County or, if applicable Postal
Mary O’Brien
District number) of the Wexford Road
person(s) to whom the Carlow
security is transferred. Co. Carlow
Please state title, if any or
whether Mr., Mrs., or Miss.

Please complete in type-
writing or in Block Capitals.

we request that such entries be made in the register are necessary to give effect to this transfer.
Stamp of Buying Broker(s) if any Stamp or name and address of person lodging this form
(if other than the Buying Broker(s))



FORM OF CERTIFICATE REQUIRED WHERE TRANSFER IS
NOT LIABLE TO AD VALOREM STAMP DUTY

I/We hereby certify that the transaction in respect of which this transfer is made, and under
which the fixed Duty on ten punts is payable, falls within the following description:-

(a) Vesting the property in trustees on the appointment of a new Trustee of a pre-
existing Trust, or on the retirement of a Trustee.
(*) (b) A transfer, where no beneficial interest in the property passes, (i) to a mere
nominee of the Transferor, (ii) From a mere nominee of the Transferee, (iii)
From one nominee to another nominee of the same beneficial owner.
(*)(c) A transfer by way of security for a loan; or a re-transfer to the original
Transferor on, repayment of a loan.
(d) A transfer to a residuary legatee of Shares, etc., which forms part of the residue
divisible under a Will.
(e) A transfer to a beneficiary under a Will of a specific legacy of Shares, etc.
(f) A transfer of Shares, etc., being the property of a person dying intestate, to the
person or persons entitled thereto.
(g) A transfer to a beneficiary under a settlement on distribution of the trust funds,
of Shares, etc., forming the share, or part of the share, of those funds to which
the beneficiary is entitled in accordance with the terms of the settlement.
(h) A transfer on the occasion of a marriage to trustees of shares, etc., to be held on
the terms of a settlement made in consideration of marriage.
(i) A transfer by the liquidator of a Company of Shares, etc., forming part of the
assets of the Company, to which the Transferee is entitled in satisfaction or part
satisfaction of his rights as a Shareholder of the Company.

Here set out concisely the facts explaining the transaction in cases falling within (b) and (c), or in any case which
does not clearly fall within any one of the clauses (a) to (g). Adjudication in any case may be required.

Date ……………….…………..

"It is hereby certified that the transaction effected by this instrument does not
form part of a larger transaction or of a series of transactions in respect of which
the amount or value, or the aggregate amount or value, of the consideration
which is attributable to stocks or marketable securities exceeds €1,000."

*Transferors .............................................................. *Transferees ..............................................

Signature …………………………..……………….

Description ……………………………………………

*Note:- The above certificate must be signed in the case of (b) and (c), either by (1) all the
transferors and the transferees, or (2) a member of a Stock Exchange or a Solicitor acting for
one or other of the parties, or (3) an accredited representative of a Bank. Where the Bank or
its official nominee is a party to the transfer, the Certificate may be to the effect that "the
transfer is excepted from Section 74 of The Finance (1909-10) Act, 1910." The above
Certificate in other cases should be signed by a Solicitor or other person (e.g., a Bank acting
as Trustee or Executor) having a full knowledge of the facts.



Return of allotments
Section 58 Companies Act 1963 as amended by section 19
Companies (Amendment) Act 1982
Sections 114 to 122 Stamp Duties Consolidation Act 1999
Section 249A Companies Act 1990 (inserted by section 107
Company Law Enforcement Act 2001)
Companies Act 1990 (Form and Content of Documents
Delivered to Registrar) Regulations 2002

CRO receipt date stamp
Companies Acts 1963 to 2009

B5
Company number

1 2 3 4 5 6
Please complete using black typescript or BOLD CAPITALS, referring to explanatory notes
Company name Joe Bloggs
in full Limited

Effective centre of
management if
outside of the State

Registered office 1 Main Street, Carlow
1 Main Street
Day Month Year The return must be made within one month
after the allotment of new shares. For the re-
Date of allotment(s) made on 1 5 0 9 2 0 0 9 issue of treasury shares, Form H5A should be
notes one and two filed with the CRO, instead of Form B5.
or
Day Month Year Day Month Year
made from to

Great care should be taken when completing this form to ensure its accuracy as once
a Form B5 has been registered, it is not possible under the Companies Acts to replace
PLEASE same administratively with an amended version where this would result in a reduction
NOTE of the company's issued share capital as recorded by the CRO. A High Court Order
directing the rectification of the register is necessary if a company wishes to have a
registered B5 removed from the register and replaced in such circumstances.

PART I - Sections A to E
Section A Name and addresses of all the allottees must be entered in this section
Allottees (or on accompanying sheets if necessary).

A
Full name and address Share class Number of shares allotted
Joe Bloggs Ordinary 100

Total:
These details are not required in a case where shares are allotted to the members on a
capitalisation or provisionally allotted on a rights issue.

Presenter details
Name
Address

DX number 059 9182974 DX exchange 0
Telephone number Fax number 3
Email Reference number 1

A Personalised CPD Certificate of Completion will be forwarded tobox: upon completion of this course. These notes do not serve as proof of completion alone.
Section B Please tick the appropriate you
Consideration for Cash Non-Cash Both Cash &
allotments consists Non-Cash
of:

B
Complete Section C Complete Section D Complete Sections C D

IMPORTANT NOTE: If claiming exemption, please tick the appropriate box:

Shares allotted in consideration of capitalisation of profits or reserves only
(Section 116(I)(c) Stamp Duties Consolidation Act 1999)

Exemption claimed under section 119, Stamp Duties Consolidation Act 1999

Relief claimed in respect of the redemption of shares
(Section 208 Companies Act 1990)

Section C Amount paid or due
Number of Share class Nominal value and payable on each Total Amount paid
Allotment(s) for cash
shares per share share including any or due including
consideration premium due premium

C 100 Ordinary €1.00 €1.00 €100

Total: 100 0 1 9 6
Denomination Total value of €
consideration 100
Conversion rate,
if any

Number of Share class Nominal value Amount to be considered
Section D per share as paid on each share
shares
Allotment for non-
cash consideration

D
note three

Where the consideration for the
shares is non-cash, a contract
in writing (in duplicate) or, if
there is no written contract,
Form 52 (B6) (in duplicate)
must be delivered for stamping
to the Revenue Commissioners, Total:
Dublin Region Stamping District,
Stamping Building Dublin Full written details of non-cash consideration must be inserted below
Castle, Dublin 2.
On its return to the presenter, (or on accompanying sheets, if necessary).
it must then be submitted with
filing fee to the Registrar of
Companies, pursuant to section
58 of the Companies Act 1963.
This applies to all non cash Denomination Total value of
allotments not withstanding consideration €
the fact that capital duty may
not be required.
Conversion rate, note four
if any

Certification Please ensure that this form is fully and accurately completed before you sign and submit
note five the form, as once registered, it cannot be removed from the register in the absence of a High
Court Order rectifying the CRO register.

I hereby certify that the particulars contained in this form are correct and have been given in
accordance with the Notes on Completion of Form B5.
Signature Name in block letters or typescript

Joe Bloggs

Director Secretary Date
OmniPro Education Training 25 of 33


PART II - Sections E F

Companies Capital Duty

Calculation of Duty

TO BE COMPLETED ONLY IF
THE EFFECTIVE DATE OF THE ISSUE
OF THE SHARE(S)
WAS BEFORE
7 DECEMBER 2005


Calculation Certificate
Statement required under
Companies Capital Duty
A Personalised CPDof Duty of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone.

Section 117 Stamp Duties Consolidation Act 1999
Company number
Companies capital duty was abolished with effect from 7 December 2005. Form B5 with an effective date on 1 2 3 4 5 6
or after that date, should be filed directly with the CRO and parts E F do not need to be completed. Only
Forms B5 with an effective date prior to 7 December 2005 need to completed parts E F.

Day Month Year
Date of allotment(s) made on 0 1 0 6 2 0 1 0
notes one and two

or
Day Month Year Day Month Year
made from to

Section E E1 Total from Section C E3 Total E1 + E2
0
Value of assets
contributed or to be
contributed
+ -
E2 Total from Section D E4 Expenses

E
note six

↓

E5 Total E3 - E4

Section F
F1 Amount/Denomination
Nominal value of
shares allotted
↓
F F2
↓
Conversion Rate

F3 Amount in €

Enter Greater Rates of Duty
Amount
either E5 or F3 0% from 7/12/2005
↓ 0.5% from 2/12/2004
1.0% prior to 2/12/2004
(TOTAL DUTY) Amount calculated to be
+ + rounded down to
nearest €, subject to a
minimum of €1.00
(INTEREST)
↓
Interest for _________days
(TOTAL CCD) note seven

+
€15 Companies Ofﬁce Registration Fee

↓
TOTAL DUE (CCD + Reg. FEE)

Companies Capital duty must be paid before lodgement of this return with the Companies Registration Ofﬁce


A Personalised CPDEFFECTIVE DATE will be forwarded 7 December 2005 this course. These notes do not serve as proof of completion alone.
FORM B5 - Certificate of Completion on or after to you upon completion of

Form B5 with an effective date on or after 7 December 2005 should be filed directly with the CRO. When you have
completed and signed the form, please send with the prescribed fee to the Registrar of Companies at:

The Companies Registration Office, O'Brien Road, Carlow.

If paying by cheque, postal order or bank draft, please make the fee payable to the Companies Registration Office.
Cheques or bankdrafts must be drawn on a bank in the Republic of Ireland.

Any queries relating to the completion of Form B5 for allotments made on or after 7 December 2005 should be
addressed to the Companies Registration Office.

Any Form B5 sent back for amendment should be resubmitted to the CRO within 14 days and any changes to the form
should be initialled by a current officer of the company.

FORM B5 - EFFECTIVE DATE prior to 7 December 2005

Only a Form B5 that has an effective date prior to 7 December 2005 should now be filed to Revenue's Stamping
Office together with the registration fee €15 plus appropriate capital duty. Capital duty is a matter for Revenue. The
Revenue Commissioners do not accept CRO credit notes as payment of Company Capital Duty and interest, or CRO
filing fees. Payment of Stamp Duty on Stock Transfers must be made separately from payment of Company Capital
Duty.

When you have completed and signed the Form B5, it should be lodged with
The Revenue Commissioners, Companies Capital Duty Section, Dublin Region, Stamping District, Stamping
Building, Dublin Castle, Dublin 2

Where a Form B5 is sent back for amendment by the CRO, it should be resubmitted to the Revenue Commissioners
with any additional duty and interest (if due).

NOTES ON COMPLETION OF FORM B5

note one The period between the first and last dates should not exceed one month.

note two When the return includes several allotments made on different dates, the dates of only the
first and last of such allotments should be entered and the registration of the return should be
effected within one month of the first date.
note three Where the consideration for the shares is non-cash, a contract in writing (in duplicate) or
where the contract was not in writing, Form 52 (B6) (in duplicate), must be delivered for
stamping to the Revenue Commissioners, Dublin Region Stamping District, Stamping Building
Dublin Castle, Dublin 2. On its return to the presenter, it must then be submitted with the CRO
filing fee to the Registrar of Companies, pursuant to section 58 of the Companies Act 1963.

note four The total value of the consideration must be stated for allotments for non-cash consideration.

note five The form must be signed (preferably in blue ink) by a current director or secretary of the
company and the name of signatory must be inserted in block capitals.

note six Ascertained in accordance with the provisions of section 118 Stamp Duties Consolidation Act
1999. Full details, including copies of invoices/receipts, must be submitted with this form.

note seven Interest at the rate of 0.0273% per day or part of a day is charged on duty not paid within one
month of the date of the allotment. Interest on late payment accrues at the following rates:

Up to 26 March 1998 1.25% per month or part of a month
From 27 March 1998 to 31 August 2002 1.00% per month or part of a month
From 1 September 2002 to 31 March 2005 0.0322% per day or part of a day
From 1 April 2005 0.0273% per day or part of a day


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