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ANNUAL RETURN DATE MISMATCH
Be very careful as currently the Annual Return Date for your company does not match the Annual Return Date given on the Companies Registration Office (CRO) website. Confused – you should be!
The Annual Return Date (ARD) of a company is the date up to which a company provides corporate information on itself as at a particular date year. A bit like a corporate snapshot.
Previously the CRO always gave the actual ARD for each company. Unfortunately, since the implementation of its new digital platform the CRO website is now showing the filing deadline date as if it was the actual ARD.
Let’s pretend your company’s ARD is 01.01.2021 that would give it 56 days in which to electronically file everything bringing it to 26.02.2021. Your company’s ARD is 01.01.2021 but the CRO are showing it as 26.02.2021 which is actually the filing deadline date.
Hopefully, this mismatch will be short term as the CRO continues to resolve teething problems surrounding its new system. In the meantime, take care. Failure to file the Annual Return (and accompanying financial statements and signature page) carries, at a minimum, the imposition of a late filing fee and loss of audit exemption.
ANNUAL RETURNS – Deadlines extended – AGAIN!
At this point even I am not sure how many extensions have been given for filing Annual Returns in the Companies Registration Office!. The latest extension for filing is thanks to both the Level 5 restrictions and challenges within the Companies Registration Office (CRO) as it adjusts to its new IT system.
The upshot is that any company with an Annual Return Date (ARD) of 30th September 2020 or later does not have to file the original signature page in the CRO until 28th May 2021 (previous extension was to 26.02.2021).
Personally, I would urge all companies to try and file on time regardless. It is too easy to think that the deadline is so far away there is plenty of time. Think again, it is hard to manage diaries, deadlines, client expectations and life working from home. Are you absolutely sure that you will remember to file a 2020 Annual Return in May 2021?
The new IT system in the CRO requires a company to electronically file the Annual Return and Financial Statements at the same time. Previously some companies relied on being able to file the Annual Return and worry about having the Financial Statements ready for filing later. Clearly this is no longer an option.
At the very least check the Financial Statements are in hand and are available in pdf ready for electronic filing with the Annual Return.
CRO SIGNING CHANGES
One of the potentially exciting effects of the CRO moving to a new digital platform later this month is that it will no longer be necessary to file original signature pages for Company Incorporations or Annual Returns.
The ability to replace the necessity to file original or wet signature pages when incorporating a company is particularly welcome as it should help to substantially speed up the overall incorporation process.
The changes for filing Annual Returns will be twofold.
- Signatures pages for Annual Returns will no longer be posted to the CRO, instead they will be submitted electronically via ROS or scanned pdf.
- The filing deadline for submitting both the Annual Return and Financial Statements will be 56 days (replacing the current deadlines of 28 days to file the Annual Return with a further 28 days to file the Financial Statements).
There will be a lot to get used to for all users of the CRO but, if the new system lives up to expectations then the short term pain of getting to grips with all the changes should be well worthwhile.
The Companies Registration Office (CRO) is finally implementing its long-anticipated digital transformation this month. Basically, the current digital platform used by the CRO will cease to operate on 11.12.2020, and there will be no crossover once the new digital platform is launched on 16.12.2020.
The key dates relating to the digital transformation process are as follows.
* 7th December Final date for receipt of original signature pages for any forms electronically filed under
the current system
* 10th December Final date for receipt of electronically signed forms relating to Charges
* 11th December CRO will begin transition to new system
* 16th December CRO will launch new system
It will not be possible to access, search or electronically file documents in the CRO whilst the transition is put into effect between 11th to 16th December.
Just to add to the joy of working from home and all its attendant pleasures companies are now starting to receive notices of non-compliance for failing to file beneficial ownership details with the Central Register of Beneficial Ownership!
The timing may be tough but failing to file beneficial ownership details will be much tougher.
All companies incorporated in Ireland must file beneficial ownership details with the Central Registry. Failure to comply is an offence leaving both the company and its directors liable to:
(a) on summary conviction Class A fine (up to €5,000); or
(b) on conviction on indictment Fine not exceeding €500,000.
If you do nothing else this week at least check if your company has filed, and if not, get the ball rolling asap.
During current Phase 5 restrictions the Companies Registration Office (CRO) have extended filing deadlines for all companies with an Annual Return Date (ARD) from 30th September 2020.
This means that any company with an ARD which falls on or after 30th September 2020 does not have to file the original signature page in the CRO until 26th February 2021.
Do not get carried away though until you have had a chance to consider the following points.
- Annual Return must be filed electronically.
- Financial Statements must be filed electronically.
- Filing fee must be made when submitting the original signature page of the Annual Return.
- The signatures of both the Director and the Company Secretary must be made on the same page.
- CRO are currently only accepting postal submissions so relying on being able to make a courier delivery in February is risky.
Companies with an ARD up to 29th September 2020 had to have filed everything (i.e. Annual Return, Financial Statements, filing fee and original signed page) by 31.10.2020. Any company that has missed this deadline for whatever reason now faces, at a minimum, loss of its audit exemption and automatic imposition of penalty filing fees by the CRO.
CRO extends Deadline for Annual Returns to 31.10.2020
Annual Returns filed between 18th March 2020 and 31st October if all elements of the Annual Return (original signed signature page and Financial Statements) have been filed by 31st October 2020.
The original extension (announced in March) was until 30th June.
They are however encouraging companies who can to file as normal during this period.
If you have any queries please get in touch with us.
Engaging with the Companies Registration Office
The Companies Registration Office (CRO) will recommence accepting posted submissions in both their Dublin and Carlow Offices from today Monday 6th April.
Practicalities of filing submissions with the CRO are summarised briefly as follows:
- Post will be date stamped on receipt and stored for processing when they re-open, which will impact on processing times and access to information filed from 12.03.2020 until they re-open.
- Documents delivered by hand or courier will not be accepted.
- CRO offices in Dublin and Carolow remain closed to the public.
- Limited services are available for Company Incorporations and Charges.
- Filings can still be made online.
- ROS signatures (if you have one) can be used instead of a signature page.
- Company searches can still be made online but, may not refledt call submissions filed to date.
It is worth highlighting that one can no longer rely on standard searches. In the past, searches were esssential for checking status of a company (e.g. normal, strike-off, examinership etc.). The two main reasons for searching were (a) as a means of reviewing a potential new client, and (b) to support information provided to banks when opening accounts or taking out loans.
The CRO public office has been closed since 12.03.2020 which means submissions filed from 12.03.2020 until the CRO reopens will not be reflected when searching a company. Even when the CRO reopens there will be a backlog of submissions to get through.
Remember though as with everything in our lives at the moment things change, so please check with us before filing or if you have any queries on the above.
Keep safe and well.
COVID-19 - OPTIONS FOR YOUR IRISH CHARITY'S AGM
The Covid-19 pandemic is having a huge impact on charities in Ireland most of whom will have to reconsider their AGM arrangements this year. All companies in Ireland must hold an AGM every calendar year. The following are suggestions to take into account for planning the AGM this year:
Consider delaying the AGM, taking the following into account:
· The length of time between one AGM and the next can be no more than 15 months.
· No more than 9 months between the year end and the AGM date.
The good news is that the Companies Registration Office announced this week that Annual Returns due between now and the 30th June will deemed to have been filed on time if all elements of the return are completed and filed by that date. They are reviewing the situation and this date may be extended again.
The Charity Regulatory Authority do not currently propose to formally extend filing deadlines. This may be reviewed.
Check your constitution to see if holding an AGM via Written Resolution is an option. The Written Resolution would need to be signed by all of the Members entitled to attend and vote at the AGM. This is may not be practical for charities with a large membership. In that instance, consider attendance by proxy.
USE OF PROXIES
Arrange the AGM attendance by use of proxies, subject to the constitution. Ensure the proxy form offers alternate proxy holders and permits appointing a substitute, doing so will avoid the risk of a of an absent proxy holder and the member’s voting preferences not being counted.
Irish Company Law does not allow virtual meetings. However, subject to the constitution, a hybrid general meeting may be possible. This is where a physical meeting is held and facilitates electronic participation.
- The Chair must be able to identify Members present which could tricky in a virtual AGM if the member is not visible.
- Attendees must be able to both speak and vote at the meeting.
The use of any proposed technology needs to be tested in advance to include the above requirements and also ensure electronic votes can be counted. The AGM notice should also include a helpline number for any member having difficulty joining the meeting.
Consider the possibility that the technology may not work due to Covid-19 and certainly should not be trusted for a quorum.
You could arrange the AGM by proxy and still hold a virtual meeting to facilitate participation.
WHAT IF FINANCIAL STATEMENTS ARE NOT READY?
If the Financial Statements are not ready, the charity can hold the AGM and then immediately adjourn it.
Alternatively, hold the AGM, deal with all items that should be dealt with i.e. reappoint the Statutory Auditors, change of Drectors, Special Resolutions (if any). Adjourn the meeting when the Financial Statements are to be dealt with. The meeting is then reconvened at a time and place determined by the Directors when the Financial Statements are ready. The reconvened AGM only deals with unfinished business from the adjourned AGM i.e. present the Financial Statements to the members.
Canvassing members on this option is recommended best practice.
Finally, communicate clearly with your members and stakeholders. Explain that in light of the current global health emergency, the charity must comply with legal restrictions imposed by the Government and the HSE. Being open and transparent with your members should migate any risk of the charity being accused of unreasonable behaviour.
As always if you have any questions on this article or are struggling with any governance issue for your charity, please do not hesitate to contact me or one of my colleauges in KomSec.
Keep well and safe.
Like everyone KomSec Limited is working around the impact of Covid-19 on business life.
Standard company secretary work, e.g. managing Company Registers, and filing statutory forms continues as usual. However, we are noticing clients becoming more cautious about formal gatherings be they seminars, workshops or board meetings.
To help manage these concerns KomSec Limited are facilitating clients by:
o increasing conference calls instead of client visits;
o virtual attendance at Board Meetings (mainly via Skype and Teams); and
o have set up systems so that our staff can work from home if required.
Safeguarding the health of our staff and clients is naturally paramount but, if there is anything we can do to help support your Company please let us know.
Stay well and good luck as we all continue to adapt to this evolving situation.
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