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Domestic merger statutory declaration updated by CRO

The SAP 206 form, which is a statutory declaration of mergers or divisions made under section 206 of the Companies Act 2014, has been amended to make it more user-friendly, the Companies Registration Office (CRO) has said.

In addition to the standard section 206 requirements, the new format allows users to:

State the type of merger being proposed,

State the details of the other merging companies,

State whether that company is the transferor or transferee (successor) company,

State whether a section 209 statement is attached to Form 206,

State whether a special resolution (G1P) has been filed in respect of the SAP206 form. 

The updated form is available at www.cro.ie. The filing fee is €15.

The CRO has also reminded users that some forms are available in both manual and electronic form, though online filing is cheaper. For instance, a G1 (special resolution) form can be filed manually for €15, and an associated constitution for €15 – but both are free to file online. A G2 (ordinary resolution) costs €15 to file manually, but is free online.

The CRO has also posted business advice to help navigate through Brexit.

Contingency plan

“With just weeks to go to the UK withdrawal from the European Union, understanding the potential implications is a key first step in developing your Brexit contingency plan,” a spokesman said.

If Britain leaves the EU without any deal in place, companies that have only 
UK resident directors will be required to comply with section 137 of the Companies Act 2014 to have an EEA-resident director, or hold a €25,000 bond with a minimum period of validity of two years.

If, following incorporation, a company is granted a certificate from the registrar of companies stating that the company has a real and continuous link with one or more economic activities carried on in the State, that company will be exempted from this
requirement.

Revenue

Application for this certificate is made on Form B67, and must be accompanied by a statement from the Revenue Commissioners.

British branches registered with the CRO do not have to re-register in the event of ‘no deal’, but the external company will now be subject to filing annual returns with the CRO under the non-EEA country legislation.