Archive before September 2021
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The impact of the Companies (Miscellaneous Provisions) (Covid-19) Act 2020 has simplified some corporate activities for company directors and company secretaries. Extending the terms of the Act to 31.12.2021 means that companies can continue to convene general meetings virtually. The extension is welcome both as a practical and as a pragmatic solution for all concerned.
Practically trying to organise a General Meeting when working from home is a bit of nightmare. When the virtual option was originally introduced Ireland was in lockdown, venues were closed, and company directors and employees were working from home. Convening a General Meeting virtually meant that everyone could take part safely from their own home provided they had access to broadband.
Extending the ability to convene a General Meeting virtually to year end is a pragmatic response to the current reality. Wonderfully lockdowns have stopped, restrictions eased, and vaccinations are well in hand. However, the ability to access indoor venues and enable people to safely attend in person whilst remaining within the terms of Government public health advice is not possible.
The only problem remaining is my personal antipathy to technology, a problem that is beyond any Government intervention!
We recently incorporated a new company that found itself unable to open a new banking facility until it had provided proof that it had filed on the Registry of Beneficial Ownership. This was despite the fact that it had another 5 months to file beneficial ownership details (all newly incorporated companies have 5 months from incorporation to file). Increasingly, financial institutions are making beneficial ownership part of their due diligence process so companies shouldn’t neglect to file or neglect to keep their beneficial ownership details up to date. You have been warned!
ANNUAL RETURN DATE MISMATCH
Be very careful as currently the Annual Return Date for your company does not match the Annual Return Date given on the Companies Registration Office (CRO) website. Confused – you should be!
The Annual Return Date (ARD) of a company is the date up to which a company provides corporate information on itself as at a particular date year. A bit like a corporate snapshot.
Previously the CRO always gave the actual ARD for each company. Unfortunately, since the implementation of its new digital platform the CRO website is now showing the filing deadline date as if it was the actual ARD.
Let’s pretend your company’s ARD is 01.01.2021 that would give it 56 days in which to electronically file everything bringing it to 26.02.2021. Your company’s ARD is 01.01.2021 but the CRO are showing it as 26.02.2021 which is actually the filing deadline date.
Hopefully, this mismatch will be short term as the CRO continues to resolve teething problems surrounding its new system. In the meantime, take care. Failure to file the Annual Return (and accompanying financial statements and signature page) carries, at a minimum, the imposition of a late filing fee and loss of audit exemption.
ANNUAL RETURNS – Deadlines extended – AGAIN!
At this point even I am not sure how many extensions have been given for filing Annual Returns in the Companies Registration Office!. The latest extension for filing is thanks to both the Level 5 restrictions and challenges within the Companies Registration Office (CRO) as it adjusts to its new IT system.
The upshot is that any company with an Annual Return Date (ARD) of 30th September 2020 or later does not have to file the original signature page in the CRO until 28th May 2021 (previous extension was to 26.02.2021).
Personally, I would urge all companies to try and file on time regardless. It is too easy to think that the deadline is so far away there is plenty of time. Think again, it is hard to manage diaries, deadlines, client expectations and life working from home. Are you absolutely sure that you will remember to file a 2020 Annual Return in May 2021?
The new IT system in the CRO requires a company to electronically file the Annual Return and Financial Statements at the same time. Previously some companies relied on being able to file the Annual Return and worry about having the Financial Statements ready for filing later. Clearly this is no longer an option.
At the very least check the Financial Statements are in hand and are available in pdf ready for electronic filing with the Annual Return.
KomSec Limited will be closed from midday on 22.12.2020 to 05.01.2021 inclusive.
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 2022.
CRO SIGNING CHANGES
One of the potentially exciting effects of the CRO moving to a new digital platform later this month is that it will no longer be necessary to file original signature pages for Company Incorporations or Annual Returns.
The ability to replace the necessity to file original or wet signature pages when incorporating a company is particularly welcome as it should help to substantially speed up the overall incorporation process.
The changes for filing Annual Returns will be twofold.
- Signatures pages for Annual Returns will no longer be posted to the CRO, instead they will be submitted electronically via ROS or scanned pdf.
- The filing deadline for submitting both the Annual Return and Financial Statements will be 56 days (replacing the current deadlines of 28 days to file the Annual Return with a further 28 days to file the Financial Statements).
There will be a lot to get used to for all users of the CRO but, if the new system lives up to expectations then the short term pain of getting to grips with all the changes should be well worthwhile.
The Companies Registration Office (CRO) is finally implementing its long-anticipated digital transformation this month. Basically, the current digital platform used by the CRO will cease to operate on 11.12.2020, and there will be no crossover once the new digital platform is launched on 16.12.2020.
The key dates relating to the digital transformation process are as follows.
* 7th December Final date for receipt of original signature pages for any forms electronically filed under
the current system
* 10th December Final date for receipt of electronically signed forms relating to Charges
* 11th December CRO will begin transition to new system
* 16th December CRO will launch new system
It will not be possible to access, search or electronically file documents in the CRO whilst the transition is put into effect between 11th to 16th December.
Just to add to the joy of working from home and all its attendant pleasures companies are now starting to receive notices of non-compliance for failing to file beneficial ownership details with the Central Register of Beneficial Ownership!
The timing may be tough but failing to file beneficial ownership details will be much tougher.
All companies incorporated in Ireland must file beneficial ownership details with the Central Registry. Failure to comply is an offence leaving both the company and its directors liable to:
(a) on summary conviction Class A fine (up to €5,000); or
(b) on conviction on indictment Fine not exceeding €500,000.
If you do nothing else this week at least check if your company has filed, and if not, get the ball rolling asap.
During current Phase 5 restrictions the Companies Registration Office (CRO) have extended filing deadlines for all companies with an Annual Return Date (ARD) from 30th September 2020.
This means that any company with an ARD which falls on or after 30th September 2020 does not have to file the original signature page in the CRO until 26th February 2021.
Do not get carried away though until you have had a chance to consider the following points.
- Annual Return must be filed electronically.
- Financial Statements must be filed electronically.
- Filing fee must be made when submitting the original signature page of the Annual Return.
- The signatures of both the Director and the Company Secretary must be made on the same page.
- CRO are currently only accepting postal submissions so relying on being able to make a courier delivery in February is risky.
Companies with an ARD up to 29th September 2020 had to have filed everything (i.e. Annual Return, Financial Statements, filing fee and original signed page) by 31.10.2020. Any company that has missed this deadline for whatever reason now faces, at a minimum, loss of its audit exemption and automatic imposition of penalty filing fees by the CRO.
CRO extends Deadline for Annual Returns to 31.10.2020
Annual Returns filed between 18th March 2020 and 31st October if all elements of the Annual Return (original signed signature page and Financial Statements) have been filed by 31st October 2020.
The original extension (announced in March) was until 30th June.
They are however encouraging companies who can to file as normal during this period.
If you have any queries please get in touch with us.
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