Terms & Conditions
1. Definitions
In these conditions of Sale and Transfer of Companies and the provision of services, ‘’CBF” means Company Bureau Formations Limited. No person, firm or body has the right to use the name of ‘Company Bureau Formations Limited’ or ‘Company Bureau’ or any of our domain names or copyrighted web material in any format. Any failure to comply with this will be pursued by CBF using the full rigour of the law. The ‘’Client” means the individual, firm or company who ordered the company and/or whose name appears on the order form. ‘’Contract Price” means the total price for the goods and services provided by CBF. In these conditions, ‘CRO’ means Companies Registration Office.
2. The Contract
2.1 Any contract between CBF and the Client will incorporate and be subject to these Conditions of sale and transfer of Companies and provisions and no other terms or conditions shall be held binding on CBF, unless they are expressly agreed in writing by a director of CBF.
2.2 The Client’s order will be treated as accepted only when CBF has been returned a signed order form and/or email order confirmation by the Client together with full payment unless other terms of payment have been agreed in writing by an authorised representative of CBF. It is the Client’s obligation to ensure that all forms required under the Companies Act 2014 (or any amendment thereto) are properly completed, signed and returned to CBF within 14 days of order acceptance. No other action on the part of CBF, its employees, or agents shall be deemed to constitute acceptance of the Client’s offer.
2.3 Your pack of company formation documents will be dispatched to the nominated address by the nominated delivery preference. We may elect to upgrade free delivery to registered post / recorded delivery if cost-effective for us to do so. If unclaimed delivery of documents is returned to us due to an insufficient or incomplete address being supplied at the outset, or if no one was available to sign for the delivery, you are hereby and solely responsible for arranging collection of same. CBF is not liable for arranging delivery and incurring this cost a second time.
2.4 The Client acknowledges that he/she has entered into a Contract with CBF subject to these conditions as a principal and not as an agent for or on behalf of any other person and accepts personal liability for the payment of CBF’s fees, stamp duties and outlay in connection with the provision of the service to the Client.
2.5 The Client will be given a 12-month window from the date of the cover letter in which CBF will oblige to provide any information or items that may be claimed to be missing from a new company formation package or company secretarial assignment. After this window has lapsed, the order details will no longer be on our system and CBF will be unable to generate additional company items efficiently. Additional fees will, therefore, apply for any duplicate items or documents requested after this 12-month period has lapsed.
3. Prices
3.1 The Contract Price is inclusive of Value Added Tax and CRO fees current at the date of order; unless stated otherwise. Any increase in the rate of Value Added Tax and CRO fees between the date of order and the date of the invoice shall be added to the Contract price.
3.2 CBF’s annual services such as company secretarial maintenance services, named secretary services, registered office services, virtual office services, mail scanning services, trustee services or nominee services inter alia are subject to price increases in line with any increases in costs, inflation or administrative costs. Any increases in government fees such as postal fees or CRO fees inter alia can also cause CBF’s fees to increase to cover such increased costs.
3.4 CBF reserves the right not to honour a coupon used on the website if we believe it has been used fraudulently or should not be applicable to them (e.g. a discount for Accountant/Solicitors used by a non-Accountant/Solicitor). Anyone using a coupon to give a price of zero does so on the understanding that the price is not zero and that they will be subsequently invoiced for the service requested.
4. Terms of Payment
4.1 The Contract Price shall be due in full with the placement of order unless otherwise agreed in writing by an authorised representative of CBF.
4.2 Where a credit account exists, the Client will be invoiced in full within 5 days of order acceptance and all sums will become payable regardless of the Client fulfilling its obligation to ensure that all forms required under the Companies Act 2014 (or any amendment thereto) are properly completed, signed, and returned to CBF within 14 days of order acceptance. With credit accounts, all invoices will be payable within 30 days of the invoice date.
4.3 Overdue accounts will be liable to interest on the outstanding amount as well after as before judgement on the day to day basis at a rate of 6% per annum above the European Central Bank’s annual base rate from time to time applicable, from the day any such time becomes overdue until the sum is paid in full together with any interest that may have accrued and for this purpose payment shall be deemed not to have been made until any cheque tendered by the Client has been cleared and the proceeds credited to CBF’s bank account. In the event of any cheques/payments instructions to client bankers not being honoured on presentation, a fixed charge of €25 will be imposed to cover additional administration and bank charges.
4.4 Payment by Bank Transfer can be accommodated. Details are available on request. Payment must be received by CBF NET of related bank charges and commissions.
4.5 Payment can also be made by bank transfer, credit card, cheque, PayPal or Bank draft denominated in Euro, or, for overseas clients, by cheque drawn on a European Bank denominated in Euro. Payment of cheque in the latter instance must include an additional amount of €25 to cover related bank charges and commission.
5. Completion of Statutory Forms
5.1 CBF may, at its discretion, provide first officers/shareholders to companies solely to facilitate early/timely incorporation. We do so in good faith and on the specific understanding that the requisite CRO/ Companies House form B10/288/296, as appropriate are completed by the incoming officers and delivered to CBF prior to the incorporation of the relevant Company or failing this, within 30 (thirty) days after incorporation at the latest.
5.2 Where the Client fails to return completed and signed the requisite B10/288/296 to CBF within 30 days of incorporation, CBF shall be entitled to charge and the Client agrees to pay a fee of €5 per day for each calendar day until such time as CBF is in receipt of the requisite document(s).
5.3 In default of these provisions, a copy of the notice of resignation will be sent to the Company and every person to whom the resigning officer’s knowledge is an officer of the company, together with a written request that he/she take such steps as will ensure that the failure of the Company to comply with the notice continues no further. CRO Form B69 together with a copy of the notice of resignation and a copy of the notice to the Company will be submitted to the CRO.
5.4 Should CBF be compelled to instigate proceedings on foot of non-compliance with the aforementioned provisions, the Client agrees to pay a fixed charge of €250 (plus VAT as appropriate) in addition to the fee of €5 per day to cover all associated administration/statutory filing fees/legal costs and the Client accepts personal liability for the payment of such sums as they fall due.
6. Exclusions
6.1 The estimated completion date of the service to be rendered by CBF is only a bona fide business estimate and shall not be of essence” but CBF will use all reasonable endeavours to comply with the estimated completion dates.
6.2 The Memorandum & Articles of Association or Constitution and other legal documents produced by CBF are copyrighted documents which form part of our Intellectual Property. Setting up a company with CBF or instructing CBF to carry out company secretarial services do not include such documents in .doc format or any other editable format. However, such document may be available in such format on payment of an additional fee of €200+VAT.
6.3 CBF shall only be liable to the Client for any non-compliance, misrepresentation or mis-compliance with the instructions given to it; if it is proved that the same was caused by the wilful neglect or wilful default of CBF or its employees. The extent of CBF liability in respect of such non-compliance, misrepresentation or mis-compliance shall not exceed the amount of the Contract Price and in no circumstance will CBF be liable for any consequential loss or loss of profits howsoever, arising as a result of the above.
6.4 Should any new company formed by CBF on the instructions of the Client be required to change its name by the registrar, no liability shall attach to CBF in respect of same.
6.5 CBF gives no warranty that the name of the Company, the subject of the Contract, does not infringe any trademark of a third party nor does CBF warrant that the name of the Company, the subject of the Contract, will not give rise to an action for passing off.
7. No Rights to Name
Until such time as CBF shall have transferred the ownership of the Company (the subject matter of the service) to the Client or his nominees, the Client shall have no rights either express or implied to use the of the said company nor shall the Client not the Client’s nominees have an interest either equitable or otherwise in the shares in the said Company.
8. No Cancellations
Once the order has been accepted by CBF, no cancellation of the contract or refunds will be accepted unless expressly agreed in writing by an authorised representative of CBF. Fees in respect of Company formation assignments are charged on the basis of an agreed fee for the particular assignment. In the event of the cancellation of a contract in any particular case, CBF reserves the right to raise a fee to cover any work already undertaken, subject to a minimum charge of €100 plus VAT. In situations whereby a Client is refused a bank account by a nominated bank for whatever reason, no refund whatsoever shall apply unless specifically agreed in writing by a Director of CBF. Such situations are beyond control and the Client acknowledges that CBF cannot guarantee a bank account and/or the account opening process with any financial institution and payments made are for assistance with opening a bank account and not the actual provision or guarantee of a bank account.
9. Governing Law
The contract shall be governed by and construed in all aspects (including the formation thereof and the performance thereunder) according to the laws of the Republic of Ireland.
10. Headings
The headings of the clauses hereof are for the convenience of reference only and do not form part of these conditions and shall not be taken into account in any interpretation thereof.
11. Extent of liability
11.1 CBF shall only be liable to the Client for any, misrepresentation or non-compliance with the instructions given to if it is proved that the same was caused by the wilful neglect or wilful default of CBF or its employees. The extent of CBFs liability in respect of such misrepresentation or non-compliance shall not exceed the amount of the Contract Price and under no circumstances will CBF be liable for any consequential loss or loss of profits howsoever arising as a result of the above.
11.2 All information on this site (including pricing information) is subject to change without notice and may become outdated. You should, therefore, verify any information obtained from this service before you act upon it. Access to this website is confirmation you have understood and accepted these terms.
11.3 The Site contains links to internet sites maintained by third parties. CBF accepts no responsibility for the privacy practices or content of other such sites. You assume sole responsibility for use of third-party links. CBF provides these links merely as a convenience and the inclusion of such links does not imply an endorsement.
d. You hereby agree that any company incorporated through CBF will not be used for an illegal purpose and that you will comply with all taxation and reporting requirements in your place of residence or domicile.
12. General
12.1 Once your company is incorporated, you have duties as a Director under the Companies Act 2014 and at common law. It is, therefore, your responsibility to ensure that you file company annual returns on time, your first one being the 6-month annual return which needs to be filed with the CRO and every 12 months thereafter. It is also your responsibility to submit your Register of Beneficial Ownership (RBO) filing within 5 months of incorporation. CBF will endeavour to remind you of these deadlines as a gesture of goodwill, however, bears no legal responsibility for these filings or reminding you of the same unless you have specifically paid CBF for these services and returned signature documents within a reasonable timeframe as per the terms of engagement. You hereby agree that we are not liable for forwarding any CRO or RBO e-mail reminders to you and we strongly recommend that you add your e-mail address to the CRO & RBO database by contacting CRO directly once your company has been incorporated or immediately after you have terminated annual company secretarial support services with CBF (if applicable).
12.2 On the online order form, we have a field for Client ‘special instructions’. We will try to accommodate requests detailed here where possible, however, such requests are made on the understanding that they cannot be guaranteed and do not, under any circumstances, form part of the contract for services purchased.
13. Anti-Money Laundering
13.1 Under EU Anti-Money Laundering and Terrorist Financing directives and under the Irish Criminal Justice Act 2010 and subsequent amendments, you are obliged to provide CBF with Customer Due Diligence (CDD) documentation on the Directors and Beneficial Owners of the existing or proposed company (i.e. a certified copy of your passport or drivers licence and documents proving residential address dated within the last 6 months). Failure to comply with these requirements may result in CBF terminating any service rendered without refund. As we must carry out a risk assessment on your company under this legislation, you may be asked to provide enhanced due diligence should we not meet you face to face and/or if your business activities/company structure/country of residence is considered medium/high risk under AML guidelines.
13.2 By proceeding to incorporate a company with CBF and/or engage in any on-going services and agreeing to these terms and conditions, you hereby declare that you have not been convicted of in any country, or are not involved in money laundering, fraud, membership of a terrorist organisation or terrorist financing, or any predicate offence that could give rise to money laundering or terrorist financing. Should you be considered a ‘Politically Exposed Person’ (PEP) you are obliged to disclose this to CBF before you avail of our services. We reserve the right to refuse a Client or charge an additional compliance fee for any high risk or ‘PEP’ Clients that we enter into a business relationship with.
13.3 As the Client, you indemnify CBF against all and any losses which you or your company may suffer as a result of any delays, or refusal to provide, such documentation and/or information. Furthermore if during the course of our normal work we have knowledge or reasonable grounds of suspicion of money laundering or terrorist financing, we are obliged to make a report to An Garda Siochana and the Revenue Commissioners. In such circumstances, we are prevented from discussing such reports with the Client because of the restrictions imposed by the ‘tipping off’ provisions of the Criminal Justice Act 2010. In such a circumstance, CBF reserves the right to cancel any on-going services immediately without notice. No refunds shall be applied in such circumstances and CBF reserves the right to change the registered office address of the company to any other held on record (if applicable).
13.4 Should you be ordering a company or procuring a service on behalf of a Client, i.e. you are acting as a relevant 3rd party and/or as an agent/professional advisor on behalf of a Client for any service provided by CBF, you hereby agree to and agree to abide by the following:
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- That you are regulated/licenced by a competent authority e.g. Chartered Accountants Ireland, Law Society, etc.
- That you have policies and procedures in place which meet the requirements of the 5th AML Directive or legislation equivalent to the 5th AML Directive
- That you will retain Customer Due Diligence (CDD) documentation used to identify and verify your customer for a period of at least 5 years after the relationship with the Client has ended
- That you have signed or will sign a Section 40 Letter of Reliance on behalf of your professional firm and furnish CBF with same.
- On request, you will make available to CBF, copies of CDD documentation.
13.5 Under Section 54 of the Criminal Justice Act 2010 as amended by the Criminal Justice Act 2021, CBF is a designated person for the purposes of this legislation and is therefore required to ensure that a potential Client company’s Register of Beneficial Ownership filing has been made prior to the establishment of a business relationship. Should it arise that a filing has not been made, CBF reserves the right to suspend services and make a disclosure of non-compliance to the Registrar of Beneficial Ownership. By engaging in any on-going services with us, you agree to this condition of service.
13.6 It is CBF’s right and obligation to verify the identity of the individuals involved in a company and any bodies corporate involved in the structure of a company. CBF also reserves the right to verify the integrity of any addresses provided for an individual, incorporation or a body corporate.
14. Beneficial Owners and Beneficial Owners Register
If we are assisting your company or Client company with a filing to the Central Register of Beneficial Owners (RBO), you hereby accept responsibility for the accuracy of the content and particulars contained within the filing and for the interpretation of the applicable legislation pertaining to what constitutes a beneficial owner. As a professional advisor, you hereby acknowledge that if this filing is not specifically requested on a premium package order on the company formation order form or requested separately in writing prior to the incorporation of the company, that we are not responsible for the filing of same and that you (or your Client) is explicitly responsible and liable for making this filing within 5 months of incorporation. Furthermore, you hereby accept that we will not retain any BEN2 numbers on file for any Clients and you must retain this number when we provide it to you.