If the jurisdiction where the declaration is made is not a party to either the EC Convention or the Hague Convention, Section 886 of the Companies Act 2014, provides that the Registrar of Companies "may, before receiving any statutory declaration purporting to be made in pursuance of, or for the purposes of, the Companies Acts, being a declaration to which neither the provisions of the EC Convention nor the Hague Convention apply, as regards the authentication of it, require such proof, as he or she considers appropriate" of the authenticity of the signature, the capacity in which the person making the declaration has acted, and where appropriate, the seal or stamp of the person taking the declaration.
The Registrar's requirement in this regard is that the identity of the person taking the statutory declaration be authenticated, in order that CRO staff can be satisfied that the person who has taken the declaration is a person authorised under the law of the foreign jurisdiction, where that declaration was made to administer oaths in that place.
What this means in practice, is that if a company or presenter submits a statutory declaration, which has been made in a country that is not party to the EC or Hague Conventions, authentications is required as follows:
The CRO requires the certification by successive authorities of the authenticity of the signature and/or seal on the document concerned, of the person before whom the declaration was made (the witness to the declaration). For instance, the signature, seal and/or stamp of the person who has witnessed the making of the declaration should be firstly authenticated by the authorities of the jurisdiction where the declaration was made, including confirmation from the authorities, such person is authorised under it laws to administer oaths in that jurisdiction. This certification should in turn be stamped as "SEEN" at the Irish Embassy or by the Honorary Consul for the country concerned.
With one exception, therefore, it is not possible to make a valid declaration for the purposes of the Companies Acts, in a jurisdiction where there is no Irish Embassy or Honorary Consul, as it will not be possible for the company or the presenter to furnish to the CRO, the requisite authentication as to the seal or stamp of the person who has witnessed the making of the declaration. The exception is as follows: in the case of a Commonwealth country, where there is no Irish Embassy or Honorary Consul in the country concerned, the seal or signature of the person who has witnessed the making of the declaration should be authenticated by the Governor of the country in question, then stamped at the Foreign Office in London and finally stamped as "SEEN" at the Irish Embassy in London.
Caution: These notes are in general form. In specific cases, it is advisable to contact your own professional adviser, such as your solicitor, accountant or chartered secretary. The CRO is not in a position to advise on the specifics of any case. CRO cannot accept for registration a statutory declaration made in a place outside the State, that has not been made in compliance with the provisions of section 886 Companies Act 2014. A professional ought to be consulted if you are in any way unsure as to how a statutory declaration to be lodged with the CRO has to be completed and/or executed.
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