Archive before November 2017
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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!
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!
With so much publicity on GDPR it can be hard to separate the wood from the trees, and zero in on what is actually relevant.
Planning out a structured response should help the bulk of small firms find life under GDPR not quite as daunting as it may first appear.
As a starting point small firms should consider the following three points.
- What personal data does your firm retain
- Why is the personal data retained
- What does your firm do with the personal data
Ensuring your firm can document answers to the above will go a substantial way towards demonstrating compliance with GDPR.
Reviewing your firms’ position on “Privacy Notices” and “Giving Consent” should be your next port of call. Privacy Notices deal with the lawful basis for processing personal data, the length of time such data will be held, etc. Giving Consent is required to clearly show that consent to use of personal data for specific reasons was freely given, specific, informed, and unambiguous.
Companies (small firms in particular) have finite resources so, plan out what resources your firm can put into GDPR, who will be responsible for overseeing implementation, and timelines for completing the above first steps.
The deadline date for complying with GDPR is May 2018 but, for small firms to best manage resources starting now so that the work programme can be spread over months is practical.
One of the most frequent questions we receive is what should a company put on their letterhead. One of the most frequent failures we find is that companies forget to update their letterhead as changes occur.
Basic requirements for letterheads are outlined below, full details can be found in S.151 Companies Act 2014.
How often do Directors assess themselves?
Directors rightly expend huge efforts on reviewing company procedures, financials, HR, management, etc but, how many Directors spend time thinking about the individual Directors of the Board?
It is trite but, true to say the more effective the Board the more effective the Company.
Individual Directors should consider how issues such as those outlined below may impact on them personally, and the Company professionally. They should ensure there are checks in place to monitor and react should such issues be triggered for any person during their tenure as Director.
Company Law Review Group (CLRG)
A statutory advisory expert body charged with advising the Minister for Jobs, Enterprise & Innovation on the review and development of company law in Ireland.
KomSec Limited Director Kathryn Maybury is a Member of the CLRG representing the interests of the members of the Small Firms Association.
The 2016-2018 Agenda for the CLRG covers:
o possible changes following implementation of Companies Act 2014;
o better safeguards for company employees and unsecured creditors;
o review enforcement of company law, and recommendations for change;
o review provisions in Companies Act 2014 on winding-up;
o provide ongoing support to Department of JEI on request for EU and International proposals on harmonising national company insolvency laws; and
o possible adoption in Irish company law United Nations Commission on Trade Law Model on cross-border insolvency.
The Companies Registration Office (CRO) introduced electronic filing a number of years ago but, since 1st June 2017 the CRO introduced mandatory electronic filing for:
- B1 (Annual Return)
- B2 (Change in situation of Registered Office)
- B10 (Change in particulars of Directors/Secretary)
- B73 (Change of Annual Return Date)
- Financial Statements
Electronic filing makes sense but, the imposition of a 5mb limit (around 20 printed pages) on the size of Financial Statements is proving problematic. It will be interesting to see how companies, practitioners, and accountants deal with the technological challenge of complying with the 5mb limit.
Hopefully, implementing electronic filing during the summer months will give all involved the ability to iron out issues before peak filing of Annual Returns, and Financial Statements hits in the autumn
The Charities Regulator launched the first in a series of guidance documents on 21st July. These are aimed at encouraging and facilitating the better administration and management of charities. The documents address the issues of guidance for trustees and internal financial controls guidelines for charities.
Simplified financial statements for small businesses
Irish companies are now legally obliged to maintain a new Company Register – the Register of Beneficial Ownership
In November last year a new EU Regulation came into effect in Ireland. The European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulation had the immediate effect of requiring Irish companies to create, maintain and keep up to date a new Company Register – the Register of Beneficial Ownership.
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