1. Definitions
In these Conditions of Sale and Transfer of Companies and the provision of services, “CBF” means Company Bureau Formations ULC. “Client” means the individual, firm or company who orders services from CBF and/or whose name appears on the order form. “Contract Price” means the total price for the goods and services provided by CBF. “CRO” means the Companies Registration Office. “RBO” means the Central Register of Beneficial Ownership. “Third‑Party Provider” means any external provider engaged by CBF, including IT hosting providers, AML/KYC services, payment processors, couriers/post, professional agents and platform providers.
No person, firm or body has the right to use the name “Company Bureau Formations ULC”, “Company Bureau”, our domain names, or copyrighted material in any format. Any failure to comply may be pursued by CBF to the fullest extent permitted by law.
2. The Contract
2.1 Any contract between CBF and the Client will incorporate and be subject to these Conditions and no other terms or conditions shall be binding on CBF unless expressly agreed in writing by a director of CBF.
2.2 A Client’s order is treated as accepted only when CBF has received a completed order (online or by email), together with full payment, unless alternative terms have been agreed in writing by an authorised representative of CBF. No other action by CBF, its employees or agents shall constitute acceptance.
2.3 It is the Client’s obligation to ensure that all forms required under the Companies Act 2014 (or any amendment) are properly completed, signed and returned to CBF within 14 days of order acceptance.
2.4 Formation packs will be dispatched to the nominated address by the nominated delivery method. CBF may elect to upgrade delivery to registered/recorded post where cost‑effective. Where delivery is returned due to an incorrect/incomplete address or no person available to sign, the Client is solely responsible for arranging collection or paying for re‑delivery.
2.5 The Client acknowledges that he/she/it has entered into the Contract as principal and accepts personal liability for CBF’s fees, statutory duties, outlays and disbursements.
2.6 CBF will, for a period of 12 months from the date of the cover letter, provide any information or items claimed to be missing from a formation package or secretarial assignment. After this period, duplicate or replacement items will incur additional charges.
3. Prices
3.1 Unless stated otherwise, the Contract Price is exclusive of VAT and exclusive of CRO/RBO and other statutory fees, which are payable by the Client at cost. Any change in VAT or statutory fees between the date of order and date of invoice will be added to the Contract Price.
3.2 Annual services (including company secretarial maintenance, named secretary, registered office, virtual office, mail scanning, and trustee services) are subject to periodic price increases having regard to increases in costs, inflation and administrative/third‑party charges. Where practicable, CBF will give notice of such increases.
3.3 CBF reserves the right not to honour a coupon used on the website if used fraudulently or where it is not applicable (e.g., an accountants/solicitors discount used by a non‑accountant/solicitor). Use of any coupon resulting in a zero price is on the understanding that the price is not zero and the Client will be invoiced for the service requested.
4. Terms of Payment
4.1 The Contract Price is due in full on placement of order unless otherwise agreed in writing.
4.2 Where a credit account exists, the Client will be invoiced within 5 days of order acceptance and all sums will become payable irrespective of the Client’s return of required documents. Credit invoices are payable within 30 days of the invoice date.
4.3 Overdue accounts will accrue interest on the outstanding amount at 6% per annum above the European Central Bank base rate, calculated daily, before and after judgment, until paid in full. Any dishonoured payment instruction shall incur a €25 administration charge.
4.4 Payments by bank transfer must be received net of charges and commissions.
4.5 Suspension: CBF may suspend any/all services—including registered office, filings and mail forwarding—while any amount remains overdue.
5. Completion of Statutory Forms
5.1 CBF may, at its discretion, provide first officers/shareholders solely to facilitate timely incorporation. Incoming officers must complete and return the requisite CRO/Companies House forms B10/288/296 immediately after incorporation and in any event within 28 days. The company has a statutory obligation to file B10 within 14 days of change.
5.2 Failure to return the requisite forms within 28 days will incur a fee of €5 per calendar day until receipt.
5.3 In default, CBF may issue resignation notices and file B69 with the CRO.
5.4 If proceedings are required due to non‑compliance, the Client agrees to pay a fixed charge of €250 + VAT in addition to the daily fee and any associated administration/statutory/legal costs.
6. Exclusions and Scope of Services
6.1 Any estimated completion date is a bona fide business estimate only and time shall not be of the essence. CBF is not responsible for delays or outcomes controlled by third parties, including the CRO, RBO, Revenue, banks, payment providers, postal/courier services, or any Third‑Party Provider.
6.2 Constitutions, templates and other documents produced by CBF are copyrighted. Editable formats (e.g., .doc/.docx) may be provided on payment of an additional fee. Should a client require amendments to a Constitution in advance of a company formation application, this may be subject to an additional fee and the client acknowledges that this will take longer to incorporate as it cannot qualify for the ‘Fe Phrainn’ fast track incorporation scheme.
6.3 CBF gives no warranty that a proposed company name does not infringe a third‑party right, nor that it will not give rise to a passing‑off action. If CRO requires a name change, no liability shall attach to CBF.
6.4 CBF does not guarantee bank account approval. Any fee for bank account assistance is for the assistance only and is non‑refundable.
6.5 What is not included (unless expressly purchased): tax filings, accounting services, AGM notices, minute book updates, PPSN applications, RBO filings, CRO rejection remediation, late filing penalty appeals or payments, and any work outside the expressly agreed scope.
7. No Rights to Name or Shares
Until ownership of the company is transferred and all fees and signed documents are received by CBF, the Client (and any nominee) has no right to use the company name or exercise any interest in the shares.
8. No Cancellations and No Refunds
8.1 Once an order has been accepted by CBF, the contract is strictly non‑cancellable, and no refunds will be given, save where expressly agreed in writing by a director of CBF. The Client acknowledges that CBF incurs costs immediately upon commencement (including staff time, drafting, system checks, name reservations, disbursements and third‑party platform fees).
8.2 Where, in CBF’s sole discretion, a cancellation is exceptionally permitted, CBF may raise a fee to cover work already undertaken and costs incurred, subject to a minimum charge of €100 + VAT.
8.3 Where a Client is refused a bank account by any financial institution for any reason, no refund whatsoever shall apply. The Client acknowledges that payments are for assistance only and not for the provision or guarantee of a bank account.
9. Registered Office and Mail Handling
9.1 Registered office and mail services are provided for the paid‑up period only. If fees are unpaid or services are cancelled, CBF may immediately notify the CRO of cessation of the registered office and may redirect or return mail as appropriate.
9.2 Mail will be forwarded unopened unless the Client has purchased scanning or where AML/TCSP obligations require inspection. CBF may suspend mail forwarding while any amount remains unpaid.
10. Data Protection (GDPR)
10.1 Personal data will be processed in accordance with CBF’s Privacy Notice available on our website.
10.2 For AML/KYC verification, CRO/RBO filings and compliance obligations, CBF acts as Data Controller. For certain services performed strictly on documented client instructions, CBF may act as Data Processor.
10.3 The Client acknowledges CBF’s use of Third‑Party Providers for AML verification, IT hosting, payment processing and the provision of services, and consents to such use where consent is required.
10.4 AML/KYC records will be retained for five years after the end of the business relationship in accordance with the law.
11. Anti‑Money Laundering
11.1 The Client must provide Customer Due Diligence (CDD), including certified identity and recent proof of address for directors and beneficial owners. Failure to provide acceptable CDD may result in suspension or termination without refund.
11.2 Enhanced due diligence may be required where risk is assessed as medium/high or where the Client is not met face‑to‑face.
11.3 The Client must disclose any Politically Exposed Person (PEP) status. CBF reserves the right to refuse a Client or to charge an additional compliance fee for high‑risk or PEP clients.
11.4 Where CBF has knowledge or suspicion of money laundering or terrorist financing, CBF is obliged to make a report to An Garda Síochána and Revenue. CBF may not discuss such reports with the Client due to “tipping off” provisions.
11.5 CBF may immediately suspend or terminate services on AML grounds and may change the registered office address on record (if applicable) or notify relevant authorities where required.
12. Beneficial Owners and the RBO
Where CBF assists with RBO filings, the Client is responsible for the accuracy of particulars and for interpretation of applicable legislation. Unless expressly purchased as part of a premium package or requested in writing prior to incorporation, the Client (or its advisor) is responsible for making the RBO filing within 5 months of incorporation. CBF does not retain BEN2 numbers; Clients must retain these securely.
13. Extent and Limitation of Liability
13.1 CBF shall only be liable for any proven loss caused by CBF’s wilful neglect or wilful default. CBF’s total aggregate liability arising out of or in connection with any Contract shall not exceed the greater of (i) the fees paid in the preceding 12 months for the relevant services; or (ii) €5,000.
13.2 CBF shall not in any circumstances be liable for indirect or consequential loss, loss of profits, loss of revenue, loss of business or opportunity, loss of goodwill, or loss of data; nor for delays, rejections or failures arising from the CRO, RBO, banks, postal/courier services, technology platforms or other Third‑Party Providers; nor for errors/omissions in information supplied by the Client.
13.3 Nothing in these Conditions limits or excludes liability for fraud or any liability that cannot be limited or excluded by law.
14. Governing Law
These Conditions and any non‑contractual obligations arising out of or in connection with them are governed by the laws of Ireland and the parties submit to the exclusive jurisdiction of the Irish courts.
15. Headings and General
15.1 Headings are for convenience only and shall not affect interpretation.
15.2 CBF may update these Conditions from time to time; the latest version will be published on our website and will apply to new orders and renewals.
15.3 Notices may be given by email to the last‑known address of the Client.
15.4 CBF may assign or novate its rights and obligations to any affiliated entity.