Archive before March 2022

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18th May 2015 - Deadline

Posted in Category(ies): -230-

18th May 2015 is the deadline date to either incorporate a company or change its name due to the expected commencement date of the Companies Act on 1st June 2015.  Until 18.05.2015 companies can be incorporated or change their name using existing statutory forms based on existing company law.  Provided the statutory forms are accurate and filed by 18.05.2015 the companies will be incorporated or, the name changed on or before Friday 29th May 2015.

Any statutory forms incorporating or changing company names filed after 18th May will not be processed by the Companies Registration Office and will be returned. 

In practise there will be a hiatus between 18.05.2015 and 29.05.2015 during which it will not be possible to file statutory forms to either incorporate a company or change a company name. From 1st June 2015 normal service will resume with the Companies Registration Office as all statutory forms will reflect the Companies Act 2014 due to be enacted on that day.

Contact us if you have any issue surrounding this, particularly if you need a company urgently between 18.05.2015 and 29.05.2015.

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Posted on Thursday, 7 May 2015  |  By Kathryn Maybury  |  0 comments
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As anticipated the Companies Act 2014, will commence on the 1st June 2015

Posted in Category(ies): -230-

On the 1st May 2015, Richard Bruton signed The Companies Act 2014 (Commencement) Order.

 

As anticipated the Companies Act 2014, will commence on the 1st June which the exception of some provisions relating to financial Statements.

 

The order can be viewed by clicking on  http://www.irishstatutebook.ie/pdf/2015/en.si.2015.0169.pdf.

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Posted on Thursday, 7 May 2015  |  By Van Geraghty   |  0 comments
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What is the difference between a Registered Office and a Registered Office Agent?

Posted in Category(ies): -338-

New Companies Act 2014: What is the Difference between a Registered Office and a Registered Office Agent?

Registered Office  - a full postal address in the State is necessary for all companies to which communications and notices can be addressed.. A P.O. Box is not acceptable. S50 (1) CA 2014.

Registered Office Agent (ROA) is an Irish Registered Company registered in the state which has prior approval from the CRO to provide registered office facilities for companies. The ROA number will be the company number.  In order to become a Registered Office Agent,  the company must file a B81 (not in use until 01.06.2015).  

Each company that intends to use the Registered Office Agent’s address, must file a B2 nominating the agent with the details of their agent and registered address. If the ROA subsequently changes address by fling a B2, then the addresses for all the associated companies will also be changed without the need to file a B2 for each individual company. S50(4) CA 2014.

The rationale behind this particular piece of legislation is to assist companies who provide this facility. It’s in the Act as a facility not an obligation or regulation.

Professional firms such as accountancy and solicitor practices who trade as partnerships (not limited companies) can continue offering RO service to their clients but won't be able to register as ROAs.

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Posted on Tuesday, 28 April 2015  |  By Van Geraghty   |  0 comments
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How to convert an existing private limited company to a DAC

Posted in Category(ies): -230-

OPTION ONE - Participation by Directors and Members

A new Constitution is drafted by the Directors which is approved by the members by means of an ordinary resolution prior to 30th September 2016 or by Special Resolution after that.

OPTION TWO – Member or Members who hold 25% of Total Voting Rights Serve notice on the Company

In the event the company takes no action, a member or members who hold share that confer, in aggregate, more than 25% of the total voting rights, can serve a notice in writing requiring the company to convert to a DAC.

OPTION THREE – Member or Members who hold in excess of 15% Issued Share Capital of the Company

(S58)In the event the company takes no action, a member or members who hold in excess of 15% of the issued share capital can get a conversion order from the Courts instructing the company to convert to a DAC.

(S969) On re-registration, the CRO will issue your Company with a new Certificate of Incorporation. The company designation will be “DAC” or “Designated Activity Company” or as gaeilge “CGA” or ““Cuideachta Ghníomhaíochta Ainmnithe”.

IF NO ACTION IS TAKEN

A company who takes no action, will by default at the end of the transition period become the new simplified private company limited by shares. This may not be the appropriate structure under which the company should operate. In certain circumstances the company also risks being instructed to convert by a court order.

(S63)In addition, if members and/or creditors believe they have been prejudiced by the company’s inaction, they can apply to the courts for relief.

Company Name Change

Changing a company name takes careful planning Here's a checklist to help, while not exhaustive, it might include something you haven’t yet thought of.

Your thoughts and questions are welcome!

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Posted on Thursday, 23 April 2015  |  By Van Geraghty   |  0 comments
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Conversion to the new simplified model of the Private Limited Company

Posted in Category(ies): -230-

Conversion to the new simplified model of the Private Limited Company

The new Companies Act 2014 will require all companies to make key decisions during the coming months.  There will be an 18 month “transition” period during which companies must decide to convert to the new simplified model of the Private Limited Company or a Designated Activity Company. It is expected that most companies will choose to convert to the new private company limited by shares.  This blog will focus on conversion to simplified model of the Private Limited Company only. 

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Posted on Sunday, 19 April 2015  |  By Van Geraghty   |  0 comments
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Directors be prepared

Posted in Category(ies):  Directors

Finally, after many false starts, almosts, nearly and any minute now the reality of the Companies Act is about to hit.  In April every single Director in the Country will receive a booklet from the Companies Registration Office (CRO) notifying him or her of their individual responsibilties under the Act.  The booklets will be sent by email to those Directors the CRO have personal email addresses for, with the balance being sent by post to the home address last recorded in the CRO.  Ensure the CRO have your current details by contacting us at vgeraghty@komsec.ie

The past couple of months have already seen a noticeable increase in seminars, workshops, etc, surrounding the commencement of the Act which are only likely to increase further once the CRO start their media campaign in April.

KomSec will be in touch with all our clients to keep them aware of what is happening, what is relevant, what to do, and when to do it!   We will support each of our clients as they come to terms with the options and implementation elements of the Act.

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Posted on Monday, 23 March 2015  |  By Kathryn Maybury  |  0 comments
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New CRO Registrar

Posted in Category(ies):  Companies Registration Office

Maureen O'Sullivan has now been appointed Registrar of the Companies Registration Office (CRO).  Familiar territory in one sense as she previously worked in the CRO but, unfamiliar in another as she comes to terms (like all practioners and companies in the South of Ireland are doing) with the Companies Act enacted in December 2014.  The practical application of the Companies Act, although challenging for everyone, must surely be one of the biggest challenges ever faced by the CRO.  The CRO must be ready to "go live" from the date of commencement (currently expected 01.06.2015) whilst the rest of us will probably be able to take a more staggered approach.  Given the amount of work the CRO have already done behind the scenes they should be well prepared for commencement and the likely deluge of queries from companies getting to grip with the consolidation of Acts from 1963 to date.  Good luck to the new Registrar and her staff it is going to be an interesting year for sure!

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Posted on Wednesday, 18 February 2015  |  By Kathryn Maybury
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Extension to File Annual Returns via District Court - Companies Act 2014

Posted in Category(ies): -230-

Extension to File Annual Returns – District Court

When the new Companies Act 2014 commences on 1st June 2015 it will be possible to apply to extend the time to file your company’s Annual Return via the District Court (Section 343 (5)).

The costs of going to District Court will be significantly cheaper than the High Court which is currently the prescribed court for these applications.

The process is that the District Court will hear applications and subject to a positive outcome for the company, will make an Order extending the filing time.

The company should then file the Order with the CRO within 28 days. Subject to filing the order within the 28 days AND filing the Annual Return within the time specified by the District Court  - the documents will be deemed to have been received on time by the CRO and consequences for late filing (such as loss of audit exemption and late filing penalties) won’t apply.

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Posted on Friday, 6 February 2015  |  By Van Geraghty   |  0 comments
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The Companies Bill was signed into law by President Higgins on December 23rd, and is now the Companies Act 2014. The Companies Act 2014 will be commenced on 1st June 2015. There will be a transiti

Posted in Category(ies): -230-

The Companies Bill was signed into law by President Higgins on December 23rd, and is now the Companies Act 2014.  

The Companies Act 2014 will be commenced on 1st June 2015.  There will be a transition period of 18 months and existing companies will need to consider conversion within this period.

We will be in touch with all our existing clients directly over the coming months, advising and supporting them in relation to changes and in particular with regard to conversion.

If you have any specific queries, please don’t hesitate to call us, we are delighted to help.  We understand that it’s important for you to understand your options so you make the correct decisions.

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Posted on Tuesday, 6 January 2015  |  By Van Geraghty   |  0 comments
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One of the main reforms the Bill is introducing, is a new form of company, the private company limited by shares (CLS) which will be new the model company.

Posted in Category(ies): -230-

One of the main reforms the Bill is introducing, is a new form of company, the private company limited by shares (CLS) which will be new the model company.

 

New Model Company – CLS

The CLS is the new type private company limited by shares which benefits from most of the reforms introduced under the bill. It will have a one-document constitution, facility to have a single director and the ability to dispense with physical AGMs. It can also pass majority resolutions, claim eligibility for audit exemption and have up-to 149 members.

 

Given most existing companies are private companies limited by shares, these companies must consider whether to convert to a CLS or a DAC. It is expected that most companies will choose to convert to the new CLS private company limited by shares.

 

Designated Activity Company - DAC

The DAC is similar in form to the current private company limited by shares, and not all of the reforms will apply to the DAC. Unlike the CLS, a DACs activities are limited by its object clause. It must have a minimum of two directors (one of which can be the Company Secretary). The DAC cannot dispense with the need to hold a physical AGM. Like the CLS, it can pass majority resolutions, claim eligibility audit exemption and have up-to 149 members.

 

Examples of DACS

  • Companies required to limit business activities to a defined capacity e.g. SPVs
  • Joint Ventures - shareholders want to define corporate capacity
  • Private companies regulated by the Central Bank of Ireland i.e. UCITS
  • AIFMs,
  • insurance companies
  • Companies limited by guarantee with a share capital

 

A further consideration is that the DAC must change its company name i.e. Bayatelle Funding Ltd would become Bayatelle Funding DAC

 

 

CONVERSION

 

There will be an 18 month transition period and companies should formally resolve to convert within 15 months. During the transition period, all existing private companies limited by shares must convert to either a CLS (Private company limited by shares),or a DAC (Designated activity Company), their options are as follows:

 

  • Convert to new CLS using model constitution
  • Convert to new CLS using adapted existing M&A, which will now be a constitution
  • Register as a Designated activity Company (DAC) –where members want this
  • Register as a DAC because you are required to e.g. listing debt securities, credit institution

This applies to private companies limited by shares formed before the new Act. During the transition period existing private companies are deemed to be DACs until they convert and won’t benefit from any of the new reforms available to the CLS.

 

Companies who do nothing will be deemed by law to be a CLS. The Companies Registration Office will intervene; and the company will have a constitution comprising the contents of its current memorandum (without objects & articles). Eligible members or creditor who deem their rights to have been prejudiced by the inaction of company or directors in terms of conversion options, will be able to apply to court for relief.

 

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Posted on Monday, 3 November 2014  |  By Van Geraghty   |  0 comments
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