Archive March 2022
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Companies Registration Office - Marching On!
March has been an active month for the Companies Registration Office (CRO) as it continues upgrading and improving its online portal.
With over 250,000 companies incorporated in Ireland it is good to see online filing options increase, e.g. changes to Constitution, documentation on mortgages and debentures. The enactment of the Companies (Rescue Process for Small and Micro Companies) Act 2021 (SCARP) has also seen a significant rise as the Act mandates specifically for online filing. Mandating online filing only is an interesting development and one that would not have been popular (or arguably possible) a few years ago.
The CRO portal is due for a further upgrade and once that has been completed it is anticipated the Central Register of Beneficial Ownership will be next. Although separate websites set up under separate legislation they remain indelibly linked in the minds of the public.
The Central Register of Beneficial Ownership is just that – a register providing details of beneficial ownership. It is worth remembering that members listed on Annual Returns filed in the CRO will not necessarily be reflected as beneficial owners. This is particularly evident for a Company Limited by Guarantee (CLG) where filing in the Central Register of Beneficial Ownership for this company type depends on the number of members.
Fiduciary Duties most often forgotten
Change of address – in our experience this is one of the most neglected areas of compliance. Directors and Company Secretaries are notoriously forgetful when it comes to notifying any change in address.
Location of statutory registers – failure to notify current location of statutory registers, in our experience, primarily occurs where the Company Secretary is an individual and is less likely to occur when the Company Secretary is a corporate body. Perhaps it is a case of out of sight, out of mind!
Appointing a Director – is there a checklist in place when appointing a Director? A common mistake is not checking the Company’s Constitution. A Constitution may contain a clause declaring the minimum and maximum number of directors in the company. The Company may also have a Shareholders Agreement in place which could also include a minimum/maximum number of Directors. Companies with both a Constitution and Shareholders Agreement need to ensure the minimum/maximum number is the same in both documents.
All of the above can be managed by ensuring the relevant statutory registers are current, changes are filed in the Companies Registration Office and (if applicable) in the Central Register of Beneficial Ownership.
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