Archive before April 2022
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Directors heal thyself!
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
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.
Electronic Filing
Electronic Filing
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
Charities Regulator launches first guidance documents to help charities
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
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.
New Digital Certificates to replace Paper Certificates
From the 8th of June, 2017 Certificates of Change of a Company Name and Re-Registration of Company Type will no longer be issued in paper form but instead will be "digitally certified" documents. This means companies will now receive these certificates as a pdf document with the advantage that these digital certificates can be easily provided to third parties (e.g. banks) who might require them.
Watch Out! Annual Returns (including Financial Statements) must now be filed electronically
As part of a drive by the Companies Registration Office to electronically file as much documentation as possible, the following documents must now be filed electronically in the Companies Registration Office:
- Form B1 Annual Return
- Form B2 Notice of Change in Registration Office
- Form B10 Notice of Change in Director or Secretary or their Particulars
- Form B73 Nomination of New Annual Return Date
The most important e-filing change relates to the Annual Return, as from the 1st of June the only means of filing a B1 form and Financial Statements and paying for annual returns is in electronic form. It is no longer possible to file paper versions of these documents in the CRO.
KomSec expects that filing Financial Statements may catch some companies out as to date the vast majority of Irish companies (approx. 90%) have been filing paper versions of these documents. That is no longer possible and companies must ensure that their financial statements are capable of being filed electroncially. Teething problems have already started, with KomSec involved in a case where the CRO e-filing system was simply incapable of accommodating a large file containing financial statements.
The good news is that these changes will eventually benefit everyone as e-filing will mean better administration by the CRO ensuring greater transparency, effectiveness and hopefully reduced backlogs.
KomSec is delighted that the CRO has finally caught up with us as we have been electronically filing in the CRO for our clients for years!
The Companies Registration Office has moved!
The Companies Registration Office has moved!
The CRO Public Office and the Registry of Friendly Societies has moved from Parnell Square and is now located at Bloom House, Gloucester Place Lower, Dublin 1. Telephone numbers, email addresses and opening hours have all remained the same.
Statutory Auditors - Real or Imagined!
It seems obvious but, in reality how many companies actually check their Statutory Auditor is entitled to act as an Auditor?
Although not prolific in number, there are some hard core individuals that persist in holding themselves out as Statutory Auditors even though they are not entitled to act in such a capacity. The difficulties for companies who, albeit unwittingly, retain such individuals can cause various problems, and serious financial loss.
For example, a company files its Annual Return(s) with what it believes to be properly Audited Financial Statemens attached. It is subsequently found out the individual who prepared the Financial Statements had criminally held himself out as a Statutory Auditor when not entitled to do so.
Result - the company paid an individual to carry out an Audit which is found to be invalid, and the company must now retain an authorised Statutory Auditor to re-do the job incurring an additional set of fees. A double whammy you may think but, no - it is a triple whammy and why?
Audited Financial Statements are filed in the Companies Registration Office with a Company's Annual Return. Where those Financial Statements have been prepared by an unauthorised Statutory Auditor the Company must re-file and the Annual Return is deemed to have not been filed at all thus exposing the Company to probable payment of penalty late filing fees. Talk about rubbing salt into the wound.
The Director of Corporate Enforcement successfully took a case in April 2015 against one of those hard core offenders resulting int he individual being found guilty of having acted as an Auditor when already disqualified from doing so, and producing false audit reports.
To ensure your Company does not get caught out unwittingly take five minutes to check the Companies Registration Office. Go to the Audit Search Facility on their website (www.cro.ie) where you will find detials on firms, indivduals names, Auditor Registration Number, and recognised Accountancy Bodies. Still in doubt? Then contact the Accountancy Body and look for another Auditor!
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