Archive before April 2018
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A Board should challenge itself, and its Management Team. It should actively review, question, explore potential flaws, exploit current and future potential of the Company. The greatest threat faced by any Company is not political or economic but, complacency. Having a diverse Board should be a key tool to ensure complacency does not exist or creep into a company structure unseen or, unchallenged.
Board Diversity should embrace all diversity in order to maximise its own potential, for example:
o gender – a no brainer, society consists of different genders, why would a Board not reflect the realities of society;
o ageism – maintaining a balanced age profile on a Board provides experience and fresh thinking;
o occupation – Director occupations can bring an imbalance to a Board, e.g. the majority of individual Directors on the Board of an engineering company should not be engineers;
o length of service – staying too long on a Board can, in some cases, end up being a little like a guest who is enjoying themselves so much they do not realise they are no longer as entertaining as they once were!
Appointing an individual simply to “fit” whatever is the current hot topic for Board Diversity is insulting to the individual, and an utter waste of time for the Board, Management and the Company itself.
Boards must willingly embrace the concept of diversity in all its guises, and support the individual Directors, and the Company adapt to the change in Board dynamics.
Board diversity is for the long haul, there are no shortcuts but, like anything that is hard work the results should be worth waiting for.
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:
- expansion of qualifying conditions to qualify as a Small Company; and
- introduction of the concept of a Micro 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]
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.
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.
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 email@example.com.
Key dates during 2018
Month To Do
January 02.01.2018 - drink coffee, organise desk
19.01.2018 – file Annual VAT 3 Return and Return of Trading details
28.01.2018 – Global International Data Protection Day
February 01.02.2018 – CAO applications deadline
08.02.2018 – Commencment of Companies (Accounting) Act 2017
March 17.03.2018 – St. Patrick’s Day wear Shamrock & large green hat
21.03.2018 - Local Property Tax deadline (if paying full amount in one go)
Quarterly Board Meeting – issue Agenda and Board Pack
April 01.04.2018 – Easter Day
02.04.2018 – Easter Monday recover from too much chocolate
April – introduction of sugar tax, such timing!
Audit – do not forget to ensure someone has engaged Auditors
May 07.05.2018 – May Day
25.05.2018 – General Data Protection Regulations goes live
June 04.06.2018 – Bank Holiday
Quarterly Board Meeting – issue Agenda and Board Pack
July July – Possible publication of Five Year Pension Reform Plan
August 06.08.2018 – Bank Holiday
Last chance - go on holidays!
September 23.09.2018 - Corporation Tax Return deadline for filing CT Return
30.09.2018 – Annual Return Date for bulk of companies
Quarterly Board Meeting – issue Agenda and Board Pack
October 28.10.2018 – Annual Return deadline for electronic filing
29.10.2018 – Bank Holiday
October 2018 – Budget Announced
November Pension – consider topping up personal pension
December Quarterly Board Meeting – issue Agenda and Board Pack
25th December 2018 – do not forget to put Turkey in the oven
KomSec Limited will be closed from 24.12.2018 to 02.01.2019 inclusive.
Everyone in KomSec Limited wishes you all a very Happy Christmas, and hope you have a contented time with your family and friends.
Our families seem even more important at Christmas. Sadly though people die regardless of the season. When that death happens overseas it adds an unexpected burden of logistics, costs, and bureaucracy to an incredibly emotional time.
This year KomSec Limited has made a contribution to the extraordinary Kevin Bell Trust which helps alleviate the financial burden of repatriating a family loved one.
The Charities Regulatory Authority has introduced a “Trustee Learning Portal” to provide training to help Trustees understand their legal obligations.
The first course “Guidance for Trustees” is online and takes approximately 40 mins to complete. The content covers the material from their guidance booklet of the same name. Try it for yourself, https://trusteelearning.ie/.
Despite the limitations of online learning, there are numerous advantages; the course is free, convenient, flexible and delivers quality information to a large cohort of Trustees in Ireland fully online.
We can look forward to the introduction of additional courses over the coming months to support Trustees in getting to grips with governance requirements in the Charity Sector.
Charity Corporate Health Check
We are closing off Ireland’s “Trustees Week” with a Corporate Health Check specifically prepared for Charities. These questions can be used as an indicative test of Corporate Governance for your Charity.
You may not know the answers to all the questions, so check with your Company Secretary, Statutory Auditors, Accountant and other professional advisors who will be happy to help.
1. Charities Regulator’s Register of Charities – is your charity registered with the Regulator
2. Registered Office – is your charity’s registered office is correctly noted in the Companies Registration Office
3. Charity Trustee/Director – are you recorded as a Director / Trustee with the Companies Registration Office and the Charity Regulatory Authority.
4. Books and Records – are your Charity’s Statutory Registers, Board, board sub-committee and general meeting records held at the registered office.
5. Accounting Records – is the Charity using a “competent and reliable person” such as an independent accountant to maintain accounting records? The charity should be able to measure its financial position with reasonable accuracy at any time.
6. Board Meetings – is the Charity maintaining Board minutes? Minutes must contain names of those present, in attendance, meeting proceedings and note any resolutions passed. The Minutes must also be signed by the Chair.
7. Annual General Meetings – members must be issued with a notice of a general meeting and provided with a copy of the financial statements prior to an AGM.
8. Companies Registration Office Annual Return – are they being filed on time? If your Charity is a limited company, it will have an Annual Return Date and is obliged to submit an Annual Return within 28 days of this date to the Companies Registration Office.
9. Charity Regulatory Annual Report– all charities (regardless of size) must submit an Annual Report to the Charities Regulatory, within 10 months after the end of each financial year and depending on the size, should also include the financial accounts.
10. Financial Benefits of being a Charity Trustee – as a Charity Trustee, by law you may not profit from carrying out your duty as a trustee. You cannot accept a salary specifically for acting as a charity trustee nor receive another benefit (with the exception of being reimbursed for reasonable expenses carrying out your duties).
CRO CHRISTMAS DEADLINES
December is often a frantic month as everyone juggles Christmas presents and clearing their office desks.
KomSec cannot help with the Christmas presents but, we can help you clear any outstanding filing requirements you may have before Christmas. Just remember, the CRO will not guarantee processing any submissions received after the following dates.
- Company Incorporations 11th December
- Change of Name 11th December
- Reservation of Company Name 19th December
Trusteesâ€™ Week: 13-17 November 2017
What is Trusteesâ€™ Week?
This week is Irelandâ€™s first Trusteesâ€™ Week and is a nationwide campaign organised by the Charities Regulatory Authority and other partner organisations to celebrate the essential role that Trusteesâ€™ in Ireland play for the not-for-profit sector and to highlight the opportunities for all of us to make a difference and get involved.
The week will be supported by the organisations on the steering committee posting on social media using the hashtag and publishing a series of blogs about trustees, you can access these on the Trusteesâ€™ Week LinkedIn page here.
Please click on the hyperlink CRA Trustees' Week EventsÂ for a list of events being held in Dublin and Limerick. In addition, the Charities Regulator will host public meetings in Limerick (November 13) and Dublin (November 15).Â
E-Learning Module for Trustees
The centrepiece of these will be to showcase the new e-learning module for trustees (which will be hosted on www.charitiesregulator.ie, the Charities Regulator website).Â There will be case studies from a number of charity trustees and a short presentation by Boardmatch Ireland on how to become a charity trustee.Â
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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