Commencement of Companies (Accounting) Act 2017

Do not be fooled by the title, this Act is not just for Accountants.  

The Companies (Accounting) Act 2017 was commenced on 08.02.2018 by means of S.I. 34/2018.   At first glance, with around 80 amendments to the Companies Act 2014 it looks more like an Act intended to clarify and qualify misconceptions or unintended errors arising since publication of the Companies Act 2014.

However, there are some excellent nuggets hidden in the Act not least of which is:

1. expansion of qualifying conditions to qualify as a Small Company; and
2. introduction of the concept of a Micro Company.

Small Company

S.280(a) now classifies a Small Company as one fulfilling two of the three following requirements.

o   Turnover                                                               – does not exceed €12m [up from €8.8m]

o   Balance Sheet total                                           – does not exceed €6m [up from €4.4m]

o   Average number of employees                    – does not exceed 50 [no change]

Micro Company

S.280(d) introduces the concept of a Micro Company where it fulfils the following.

o   Qualifies for Small Companies regime

o   Fulfils two or more of the following
(a)       Turnover                                                   – does not exceed €700,000

(b)      Balance Sheet Total                              – does not exceed €350,000

(c)       Average number of employees       – does not exceed 10

The change in Small Company and introduction of Micro Company have knock-on effects to the Companies Act 2014.  For example, substitution of S.352(1) dealing with exemption from filing certain information, and introduction of a new S.305A dealing with payments to third parties for services of directors.

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Involuntary Strike Off - Some Questions Answered

We've put together some of the most commonly asked  questions  from clients in relation to Involuntary  Strike Off.

What is an Involuntary Strike-off?

This means the Companies Registration Office (CRO) strike a company off the Register and technically, the Company no longer exists.

We aren’t trading, can I just let the Companies Registration Office do the strike-off and save myself money?

Don’t be tempted! You run the risk of prosecution and Director Disqualification.  

Can the Company continue trading if the company has been involuntary struck-off?

No, and there can be very serious repercussions for companies that continue to trade while struck off.

How are Companies Registration Office dealing with non-compliance?

The CRO confirmed in October 2017 they are introducing a programme of prosecutions for companies who are late with filing. Frequent late filers are likely to be targeted first.

What are the fines for late filing?

•          CRO late filing fees, are capped at €1,200 per Annual Return.
•          Directors risk being disqualified for up a period of 5 years.
•          If convicted; the maximum fine is €5,000 and/or up to 6 months imprisonment per offence.

What do I do if I get a summons?

You will have to appear in Court, pay any outstanding penalties and bring your filings up to date.

What other Grounds are there for Strike-off besides Late Filing:

The CRO can strike off a Company because of liquidator related issues, if request by Revenue and where no company directors are on record in the CRO.                                                 

What is the process for Involuntary Strike off?

The process takes a few months, CRO first a reminder, followed by a statutory notice, and then publishes notices in the CRO Gazette. If after all these stages, relevant filings and fines are not paid - the company is dissolved.

Is it possible to have a company restored to the register after involuntary strike-off?

It is possible to have a Company restored to the Register, but this can be very costly exercise, especially if an application to the High Court is necessary.  You also need to factor in the costs of paying late filing fees, filing outstanding Annual Returns and Financial Statements. 

Conclusion

Ensure Annual Returns are filed on time to avoid involuntary strike-off and unnecessary fines.

If you have any questions on any aspect of striking off your Company please free to contact either Van Geraghty or Kathryn Maybury at KomSec Limited on +353 1 210 7595 or email your enquiry to info@komsec.ie.

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