Is climate change affecting the Companies Registration Office?

Climate change can now been seen in the Companies Registration Office (CRO) as, following a drought in prosecutions for a number of years, it has re-started prosecuting companies for late filing of Annual Returns.

The CRO suspended prosecutions following the introduction of the Companies Act.  Now that companies and practitioners have had an opportunity to become familiar with the Act the CRO have now re-started a prosecutorial regime.

Currently, there are over 214,000 companies on the Register.  Compliance with Annual Return filing deadlines for the past number of years has consistently hit over 80% per year leaving a potential pool of 42,800 companies that might fall into the category of late filing. 

Obviously, a number of variables apply but, that said, just over 20 companies have been prosecuted by the CRO.  These companies will have to appear before the Courts in November, and without over relying on weather related puns it is fair to describe this level of prosecution as a trickle.

Upon conviction the Courts can apply a Class A Fine (€5,000) per offence.  It will be interesting to see how the Courts deal with the prosecutions in November as historically outcomes could best be described as patchy.  Will the trickle become a flood?  Only time will tell but, I would not be putting out the sandbags just yet!

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General Meetings - some basics

GENERAL MEETINGS

General Meetings are meetings specifically for the Member(s) of a company split into two types as outlined below.

Depending on the type of General Meeting companies should at least consider:

o   the type of Resolution(s) to be proposed;

o   is the option to pass the Resolution(s) in writing;

o   what notice periods must be given; and

o   what regulations (if any) are contained within the company Constitution.

Annual General Meeting (AGM) – the AGM is the General Meeting most of us would be familiar with, and surprise, surprise, it must be held annually!

The most standard business dealt with at an AGM is:

(a)          presentation of Financial Statements to the Members;
(b)          re-appointment of Statutory Auditors; and
(c)           authorising Directors to fix remuneration of Statutory Auditors.

Companies must hold their first AGM within 18 months from date of incorporation, from then the company must hold its AGM within 15 months from the date of the preceding AGM.

Extraordinary General Meeting (EGM) – an EGM is commonlyconvened by the company for events such as:

(a)          change of company name; and

(b)          changes to Constitution.

However, in exceptional circumstances an EGM can be convened at the request of the Members or Courts. Convening an EGM in this manner usually means the relationship between the Board and Member(s) is dysfunctional, e.g. lack of trust in how the company is being managed or, refusal of members to attend an EGM. Fortunately, the majority of companies will never come across such a situation, and heaven help those that do!

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