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The Sunday Business Post article (18.02.2024) on companies alleging they have been invalidly struck-off the Registrar has naturally generated concern.
To reassure yourself on the status of your company take some simple steps on the Companies Registration Office (CRO) website.
Check your company’s designation - the status box should read “Normal”.
Check your registered office address is current - as the Registrar (and others) will issue any written correspondence to the registered office address on record.
Check date of your company’s next Annual Return - the current enforcement regime by the CRO is targeting companies that have outstanding Annual Returns.
If you have any concerns or queries on your company’s compliance contact us at any time.
February always seems to get bad press, squished between January (recovering from Christmas and excited about new year) and March (St. Patrick’s Day and build-up to Easter).
February may be a short month but it as good a time as any to consider how your Board is operating. Do not be tempted to let your Company’s Board Meetings become same old, same old.
Dates Make sure you have dates of all the Board Meetings to be held in 2024 in your diary.
Agenda Are the Agenda items relevant and add value to the meeting?
Board Pack Does it arrive in time for a good read before the meeting, is the information timely and pertinent?
Presenters Does the Board only see the same Team member making the same presentation which has just become blah, blah, blah?
An actively engaged Board is vital for any company. Helping Directors to stay engaged and positive throughout a Board Meeting is an absolute win – win for all.
Same old, same old may no longer work. Take a few minutes on some of the easier wins, like ensuring you have key deadlines set in the diary.
Board Meetings –agree dates for all Board Meetings to be held in 2024.
Financial Statements – the financial year end for most companies is 31st December. Now is the perfect time to update the calendar to ensure all year end issues are dealt with and resolved (e.g. any remaining invoicing for 2023 work, decisions on potential bad debts, etc).
Auditors – if your company has to audit its financial statements make sure you agree an audit timeline with your Auditors so you are not in danger of missing any compliance deadlines.
Revenue Commissioners – diary VAT Returns and Corporation Tax Returns.
Insurance – ensure you have sufficient time to review of all company insurance policies so you do not end up renewing everything as usual just because of time pressures.
Clients – our best intentions to meet clients are often jettisoned as “work” gets in the way. Diary time to meet with clients in person, find out if their needs have changed, what can you do help them.
The very best of luck to us all as we start into 2024.
The ability to hold an Annual General Meeting (AGM) and general meetings has been extended to 31st December 2024.
The ability to hold an AGM virtually initially arose as a practical support to businesses during the Pandemic and was contained within the Companies (Miscellaneous Provisions) (Covid-19) Act 2020. Whilst the announcement of the extension of the provision is very close to the expiry of the previous extension (i.e. 31.12.2023) it is a move which will be welcomed by many businesses.
The Minister stated that “this extension will provide consistency into 2024, when my department will be bringing forth permanent legislative provisions in relation to virtual and hybrid meetings”. Whilst this had been hoped for it is good to see the Minister declare the intention to enable virtual meetings as part of standard company law.
A positive update to end the year.
A very happy and peaceful Christmas to all.
December can be a busy month but, at least, for the bulk of companies all the major filing deadlines are completed and we just have to stress about all those Christmas lunches and dinners to fit in before the Christmas holidays. Hopefully, you can take the time to sort out your desk and enjoy the year end winddown.
Christmas on a Monday does not seem right somehow but, it is lovely to see it arrive whatever day it lands on, although it is tough on turkeys!
KomSec Limited will be closed from 22.12.2023 to 03.01.2023.
HAVE A WONDERFUL CHRISTMAS AND NEW YEAR
The Companies Act 2014 states that the duties of a Company Secretary are delegated to the position by the Directors.
Basically, this means that the Directors must ensure the Company Secretary is capable of doing the job. A standard test would be to consider:
has the individual acted for three of last five years as Company Secretary;
is the individual a member of a recognised body; or
appears capable of discharging the duties.
Directors must also ensure that the Company Secretary has the skills but, also resources necessary to discharge his/her duties as Company Secretary.
The duties of a Company Secretary can be fairly standard regardless of the size of the Company such as outlined below.
Prepare, issue and file statutory forms in the Companies Registration Office.
File changes on beneficial ownership with the Central Register of Beneficial Ownership.
Maintain Statutory Registers – includes Registers of Directors, Allotments, Transfers, Members, Charges, etc.
Attend and minute Meetings, and maintain Minute Books.
Assist Directors to comply with their duties.
Acting as named Company Secretary.
Just remember if the company only has one Director that sole Director may not also act as named Company Secretary.
The phrase “Fiduciary Duties of a Director” is used so often but I still meet some Directors who feel inhibited to ask just what does the phrase mean.
Fiduciary Duties are set out in the Companies Act 2014 and are intended to help a Director comply with his/her duties as a Director.
Duty to disclose any interest Director may have in contracts made by the company.
Act in good faith in interests of the company.
Act in accordance with the Company’s Constitution. Although not stated in the Companies Act 2014 a Director would also have to act in accordance with Shareholder’s Agreement if applicable.
Only act in accordance with the law.
Do not use the company’s property, information or opportunities for his/her own benefit or that of anyone else without specific approval as set out in the Act.
Cannot restrict a Director’s power to exercise his/her independent judgement without specific approval or permission as set out in the Act.
Avoid conflict between the Director’s duties to the company and his/her own personal interests.
Exercise care, skill and diligence.
Have regard for the interests of its employees in general and the interests of the members.
Fiduciary Duties may sound onerous but, they are a key resource in helping us as Directors to focus on our duties and responsibilities to act in the best interests of the company, its members and employees. For me, Fiduciary Duties are just common sense and should help all Directors to manage an effective and progressive company.
Being asked to be a Director of a company can, at first glance, appear an honour. How good for our egos that someone sought us out personally to ask US to be a Director of a company but, there is always a but!
A Director is required to act in the best interests of the Company, its Members and Employees. The challenge for any Director is proving that he/she has done so. Turning up for a Board Meeting with an eye on the clock in anticipation of the Director’s lunch should be a thing of the past.
Yes, it can be an honour to be asked to be a Director but, if we get it wrong then we potentially face consequences that will impact on our professional and personal life. So, if you are asked to be a Director ensure you interview the Company just as much as it should be interviewing you.
The first question is to find out if there is an Induction Pack for incoming Directors as it should help to provide answers on basic queries to be considered before becoming a Director.
Experience and make-up of existing Board and is there a Chairperson.
How frequently are Board Meeting held and what type of Board Pack is sent out in advance of same.
Are or should there be Committees in place, e.g. Audit, Risk, etc, and if so how are findings outlined and acted upon by the Board.
What Policies are in place, e.g. Ethics & Compliance, Health & Safety, etc.
The second question is to ensure the Company operates with good governance which is actively reviewed.
Ensure all filings in the Companies Registration Office and Central Register of Beneficial Ownership and Revenue Commissioners are made in a timely and current manner.
Maintain proper books and records which include Statutory Registers and Financial records.
Ensure compatibility across all documents governing the company, e.g. if there is a Shareholders Agreement or Funding Agreement with a State Body or Bank ensure there is no contradiction between the Agreement(s) and the Company’s Constitution.
Bank mandates should be current.
Have appropriate contracts in place, e.g. it is a statutory requirement that all employees have a contract of employment.
What procedures are in place to ensure registration and/or renewal of IP and Licences.
Only when we understand the Company and how it operates can we then make an informed decision on an invitation to join a Board. It can take new Directors up to a year to feel he/she is part of the Board but, the duty of a Director starts from the moment he/she is appointed.
Honour or risk – you decide. Good luck!
The CRO Enforcement Section mean business as they are now actively pursuing companies for outstanding Annual Return filings at the rate of 1,000 per week.
Yes, that is right 1,000 per week!
It is expected that companies with the greatest number of outstanding Annual Returns will be targeted first. One of the penalties for filing late is the loss of audit exemption. Trying to get a Statutory Auditor at short notice to prepare appropriate Financial Statements is likely to prove both challenging and costly. Combine that with penalty filing fees and affected companies will be experiencing a severe financial pinch to end Q4 2023.
Do not wait for the CRO to catch up with you, act now.
Bring all outstanding Annual Return filings up to date. Engage with your Accountants/Auditors for support on preparing relevant Financial Statements for filing with the outstanding Annual Returns.
- Check status of your company’s filing in the Companies Registration Office is correct
- Check if any of the directors have changed their personal details. The two most common changes are where directors have changed home address or their list of directorships are not current.
- When a director moves home address a statutory form must be filed noting the new address and effective date of change.
- The list of directorships should include all directorships held worldwide, past and present, within past 5 years.
- Have the Financial Statements ready for filing.
- Confirm the designated signatories for the Annual Return will be available to sign when required, i.e. a specific named Director and the Company Secretary.
- The Annual Return should include the PPSN of each Director.
- Where a Director does not have a PPSN, they must instead provide a VIN (Verified Identity Number).
- A VIN can be applied by submitting a notorised VIF Form in advance with the Companies Registration Office. The turnaround for registering notorised VIF Forms is approximately one week.
- Annual Returns without either a PPSN or VIN number will be rejected.
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