Acquire an Existing Company.
In simple terms, the acquisition can be thought of as:
Complete Due Diligence → Prepare Transaction Documents → Sign Transaction Documents → Complete Transfer → Update CRO, Revenue & RBO.
Our fee is €500 + VAT. The transition usually takes 10-15 days to complete.
Need help acquiring a company in Ireland? Contact us to get started.
Start a Company Acquisition Process
Simply fill in the form to start the proceedings of your acquisition process.
Submit ApplicationStep 1: Review of the existing company.
The new owners should carry out due diligence on the company.
The purpose is to understand exactly what they are acquiring and identify any outstanding obligations or issues.
Documents needed for initial review:
- Certificate of incorporation
- Signed company constitution
- CT, VAT, PAYE/Employer registration details.
This review helps the incoming owners understand the company’s current legal and financial position.
Step 2: Prepare for current owners exit
If the incoming shareholders also want to take control of the company’s management, the existing directors may resign, and new directors may be appointed.
The relevant corporate documentation may include:
- Resignation letters from outgoing directors
- Signed Form B10 issued by the CRO
The CRO states that B10 must be filed within 14 days of the change.
Step 3: Appoint the new directors & secretary
An Irish LTD company can have one director, but if it has only one director, it must have a separate company secretary.
There is also an EEA-resident-director requirement.
Where the company would no longer have an EEA-resident director, additional requirements may arise, such as a Section 137 bond being required.
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Step 4: Perform appropriate CRO filings
Once everything is finalized, perform necessary CRO filings such as:
- Initiate the share-transfer filing with the CRO.
- If the registered office changes, the appropriate CRO filing is required. The CRO lists Form B2 for a change of registered office.
Once it is done, the transfer will be reflected in the company’s records and subsequently in the relevant annual return.
Step 5: Update beneficial ownership information
A change in ownership can also mean a change in the company’s beneficial owners.
Beneficial ownership generally concerns the individuals who ultimately own or control the company. The RBO identifies, among other criteria, individuals who directly or indirectly own or control more than 25% of the shares or voting rights, or who exercise control through other means
Following a change, the company’s internal beneficial ownership register should be updated.
The relevant change must then be notified to the Register of Beneficial Ownership (RBO) within 14 days of the change to the company’s internal register.
RBO filings are made online.
Step 6: Review Revenue and other registrations
After the acquisition, the new owners should ensure that the company continues to have the appropriate registrations and that the relevant authorities have accurate information.
Depending on the company’s activities, this may include:
- Corporation Tax
- VAT
- PAYE/Employer registration
- Relevant business licences
- Revenue correspondence
- Payroll arrangement
- Accounting records
The company itself continues to exist after a share acquisition, so the acquisition should not be treated as incorporating an entirely new company.
Documents checklist for the incoming owners
A practical checklist for the transaction can look like this:
- Certificate of Incorporation
- Signed company constitution
- Latest annual returns
- Tax registration details
- Updated RBO information
Let’s Talk
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Call us at 087 225 7706 or email us at admin@tascaccountants.com.