Model/outline docs to meet Companies Acts requirements for un-audited limited company

Carlow52

Am happy enough with the CRO and ROS filing aspects of keeping an un-audited ltd company up to date, as well as maintaining proper books and records for the Revenue audit.
However I gather there a number of Companies acts requirements in relation to holding board meetings to 'adopt accounts' etc as well as any notification issues for fellow directors.

Can anyone point me towards a public resource on this aspect please or/and give an indication of what is required.

The icing on the cake would be model/outline documents showing what needs to be covered.
eg:
Meeting of ABC Ltd on 13th April 2008 at 1200hrs
Present:

Thanks

ircoha

AFAIK u just need one a year to adopt the accounts before u send them to CRO.
[this assumes u dont change directors/ cosec/ reg office etc]

The CCAinsider

This might help

MINUTES OF MEETING OF DIRECTORS

HELD AT:

ON:

PRESENT:

Approving Directors’ Report and Accounts

IT WAS RESOLVED:
THAT the directors’ report and accounts for the year ended [31 December 2007] have been prepared in accordance with the Companies Acts 1963 to 2006 and are hereby approved and that [names] be authorised to sign on behalf of the board of directors the directors’ report, the profit and loss account and the balance sheet of the company as at [31 December 2007].

IT WAS ALSO RESOLVED:
THAT the secretary be instructed to convene an annual general meeting of the company to be held on [24 June 2008].

IT WAS ALSO RESOLVED TO FILE ABRIDGED ACCOUNTS
Resolved that since the company met the criteria for a [small] [medium-sized] company entitling abridged accounts to be filed, this exemption should be used, abridged accounts be prepared and filed accordingly, and any two directors be authorised to sign the requisite statement on the balance sheet.

IT WAS RESOLVED TO AVAIL OF THE EXEMPTION FROM THE REQUIREMENT TO HAVE ACCOUNTS AUDITED

The directors reported that they are of the opinion that the Company can satisfy the specific conditions set out in section 32 of the Companies Amendment (No 2) Act 1999 for the year ended 31 December 2007. Accordingly, IT WAS RESOLVED THAT the Company should avail of an exemption from the requirement to have the accounts audited for the year ended 31 December 2007. (note that this must be resolved prior to your financial year end and it may need an amendment to your Memo and Arts if they currently require an audit.)

Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of XYZ Limited will be held at ABC, Dublin 2 on the 7th day of July 2008 at 2 pm for the following purposes:
(1) To receive and consider the directors’ report and financial statements for the year ended 31 December 2007.
(2) To re-elect John Murphy as a director.

Dated this 2nd day of May 2008
By order of the board


——————————
Secretary
Registered Office:
ABC
Dublin 2

Minutes of Annual General Meeting

MINUTES OF ANNUAL GENERAL MEETING
HELD AT ABC, Dublin 2
ON 7th day of July 2008 at 2 pm
PRESENT:
John Murphy
James Murphy
ATTENDING:

QUORUM:
Mr John Murphy took the chair and declared that a quorum was present.

NOTICE:
Notice convening the meeting was taken as read.

CONSENT TO SHORT NOTICE:
It was noted that all the members entitled to attend and vote and the Auditors had consented to the holding of the meeting notwithstanding the fact that less than the statutory notice thereof had been given.

DIRECTORS’ REPORT:
IT WAS RESOLVED that the directors’ report and financial statements for the year ended 31 December 2007 as now submitted to the meeting be are hereby received.

RETIREMENT BY ROTATION:
John Murphy retires from the board by rotation and, being eligible, offers himself for re-election.

IT WAS RESOLVED that John Murphy be and is hereby re-elected a director of the Company.



There being no further business the meeting concluded.

Date:  Chairman:

Consent to Short Notice of Annual General Meeting

To the Directors of XYZ Limited:
We, the undersigned having a right to attend and vote at general meetings of the above-named Company do hereby signify our consent to the annual general meeting of the Company being held on 19 December 2007 notwithstanding that the meeting is called by shorter notice than that specified in s 133 of the Companies Act 1963.
Dated:


————————————