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.

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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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Politicians are not the only people who have to ensure compliance with lobbying standards in Ireland

As part of the appointment process every Director acknowledges he/she is responsible for securing their company complies with all relevant obligations. Two examples of “relevant obligations” would include compliance with the Lobbying Act 2015.

• Property companies lobbying for changes in planning law, re-zoning of land.

• Charities advocating for changes in law.

The Lobbying Regulation (Amendment) Bill 2020 seeks to reform the Lobbying Act 2015. One of the proposals in the Bill will be the ability for a Designated Public Official to cease communicating with a lobbyist where they are aware that the person or body carrying on lobbying activities has failed to comply with the Act.

Transparency Ireland carried out a review of disclosure practices of 30 of Ireland’s top companies across a range of indicators including Responsible Political Engagement. Whilst a number showed leadership in the area it is fascinating to note that most of the companies did not disclose a policy on responsible political engagement. Indeed, 28 out of the 30 companies reviewed did not publish rules or policies dealing with “revolving doors” (the movement of staff rom the public sector to companies or vice versa).

For greater detail on this topic take a look at www.lobbying.ie and www.transparency.ie

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This New Year is exceptional .....

This New Year is exceptional bringing with it a New Beginning for us all.

I hope that this New Year will enable us all to start to understand and come to terms with the impact of the past two years, enable us all to find our own individual path away from the Pandemic, and have the strength to deal with whatever lies in our futures in 2022.

Companies in 2022 will continue to face the pressures of reacting quickly not just to the Pandemic but now to the seemingly overnight transformation wrought by the recent lifting of so many restrictions.

On a perhaps more mundane level the Government recently announced its legislative programme for 2022 listing 44 Bills to be drafted and published in 2022. The 44 Bills range over virtually every aspect of public, private and corporate life. For companies though perhaps the Bills of most interest will be

• Competition (Amendment) Bill

• Protected Disclosures Bill

• Co-op Societies Bill

• Limited Partnership Bill

• Communications (Data Retention and disclosure) Bill

• Cybercrime Bill

• Charities Amendment Bill

• Right to Remote Working Bill

The Office of the Director of Corporate Enforcement will soon be transformed into the Corporate Enforcement Authority by the Companies (Corporate Enforcement Authority) Act 2021 signed into law on 22.12.2022 and expected to be commenced any day now. It will be interesting to see how the once familiar ODCE will operate and be judged as it morphs into the Corporate Enforcement Authority.

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KomSec Limited will be closed from close of business on 21.12.22 and open again on 03.01.23.

KomSec Limited will close from close of business on 21.12.2022 and open again on 03.01.2023.

Happy Christmas and a Happy New Year to all our clients

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Merry Christmas

KomSec Limited will be closed from close of business on Wednesday 21.12.2022 and open again on Tuesday 03.01.2023.

Everyone in KomSec Limited wishes you all a very Happy Christmas, and hope you have a contented time with your family and friends. 

We look forward to working with you in 2023.

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Extension of “Covid-19” Act to Q1 2022

The Government has approved the extension of the interim period of the Companies (Miscellaneous Provisions) (Covid-19) Act 2020 to 30^th April 2022.

• Director and Member Meetings can continue to hold virtual meetings

• Threshold at which a company is deemed unable to pay its debts remains at €50,000

• Extension of examinership to 150 days remains in place.

Introduction of SCARP (Small Companies Administrative Rescue Process)

This is a practical piece of legislation intended to make the Examinership process more accessible and less expensive. It provides for a tight timeline for the entire process without the company having to go to Court.

Brief highlights of SCARP

• To avail of SCARP a company must be “small” or “micro” – no more than 50 employees, turnover does not exceed €12m, balance sheet does not exceed €6m.

• Company is unable to pay its debts

• The company cannot have appointed an Examiner or Process Advisor (insolvency practitioner) within previous 5 years.

• Process Advisor assesses viability of the company and its ability to trade its way out of current difficulties.

• Entire process should be completed within 70 days.

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Lobbying

As part of the appointment process every Director acknowledges he/she is responsible for securing their company complies with all relevant obligations. Two examples of “relevant obligations” would include compliance with the Lobbying Act 2015.

• Property companies lobbying for changes in planning law, re-zoning of land.

• Charities advocating for changes in law.

The Lobbying Regulation (Amendment) Bill 2020 seeks to reform the Lobbying Act 2015. One of the proposals in the Bill will be the ability for a Designated Public Official to cease communicating with a lobbyist where they are aware that the person or body carrying on lobbying activities has failed to comply with the Act.

Transparency Ireland carried out a review of disclosure practices of 30 of Ireland’s top companies across a range of indicators including Responsible Political Engagement. Whilst a number showed leadership in the area it is fascinating to note that most of the companies did not disclose a policy on responsible political engagement. Indeed, 28 out of the 30 companies reviewed did not publish rules or policies dealing with “revolving doors” (the movement of staff rom the public sector to companies or vice versa).

For greater detail on this topic take a look at www.lobbying.ie and www.transparency.ie

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Annual Return Deadline extended to 9th December 2021

The Registrar of the Companies Registration Office has made an unexpected decision to extend the current filing deadline for Annual Returns from 25^th November to 9^th December.

The decision to extend the deadline was in recognition of the difficulties experienced by some accountancy firms in meeting the 25^th November deadline resulting from the evolving Covid-19 situation.

The extension is a welcome and practical recognition of the difficulties faced by so many of us as we all continue to juggle the practicalities of working in an ever-changing office / home / hybrid environment.

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Directors - please produce your PPS number for the Companies Registration Office!

It looks likely that in 2022 the Companies Registration Office will ask Directors to provide their PPS number when lodging various company documents. These will include an application to incorporate a company, an annual return and even a B10 Form noting a change of director or secretary.

Exact details have yet to be set out, but the principal is contained in the recently published Companies (Corporate Enforcement Authority) Bill which is due to be enacted before the end of this year.

No guidance is available on what will happen if a director has no PPS number but KomSec would expect that a similar regime to the BEN2 Form required for Beneficial Ownership registration will be put in place. This Form must be sworn by a director in front of a Notary Public and in our experience the additional time and cost involved is never welcome!

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