Glaring Lack of Legislative Support

Glaring lack of legislative support

How is anyone supposed to make the right choice in the glaring absence of appropriate guidelines? How is there such a political and moral vacuum that no-one is addressing this incredibly serious question?

How to buy the right Easter egg?

• General Data Protection Regulations – well that is a disaster as part of GDPR requires one to process data for legitimate purposes specified explicitly to the data subject when you collect it. Are you really going to spoil the surprise by asking the data subject for the right to give them an Easter egg?
  

• Health & Safety – definitely an area best avoided. The amount of potential allergies (nut, lactose, etc) is vast, and this is before we even consider potential injury from flying shards of Easter egg that are cracked with enthusiasm rather than finesse.
  

• Weights & Measures – don’t get me started on this. How am I to figure out the size and weight of an Easter egg when there is such a massive choice. Whatever Government Department is responsible for this is clearly not doing enough – when did it become alright to term Easter eggs shaped like a rabbit?
  

• Cartel – if all our family members buy the same type of Easter eggs have we formed a cartel?
  

• Family – probably the thorniest issue of all as at the end of the day falling foul of legislation is going to be the least of our worries if we don’t buy the right Easter egg.
  

Depending on your age all the above are very serious questions. All I can do is wish you the best of luck when you make your selection. Personally, I don’t even like chocolate and perhaps after this blog neither will you!

HAPPY EASTER

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Invalid Strike-off?

The Sunday Business Post article (18.02.2024) on companies alleging they have been invalidly struck-off the Registrar has naturally generated concern.

To reassure yourself on the status of your company take some simple steps on the Companies Registration Office (CRO) website.

• Check your company’s designation - the status box should read “Normal”.

• Check your registered office address is current - as the Registrar (and others) will issue any written correspondence to the registered office address on record.

• Check date of your company’s next Annual Return - the current enforcement regime by the CRO is targeting companies that have outstanding Annual Returns.

If you have any concerns or queries on your company’s compliance contact us at any time.

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Happy New Year

Same old, same old may no longer work. Take a few minutes on some of the easier wins, like ensuring you have key deadlines set in the diary.

• Board Meetings –agree dates for all Board Meetings to be held in 2024.

• Financial Statements – the financial year end for most companies is 31^st December. Now is the perfect time to update the calendar to ensure all year end issues are dealt with and resolved (e.g. any remaining invoicing for 2023 work, decisions on potential bad debts, etc).

• Auditors – if your company has to audit its financial statements make sure you agree an audit timeline with your Auditors so you are not in danger of missing any compliance deadlines.

• Revenue Commissioners – diary VAT Returns and Corporation Tax Returns.

• Insurance – ensure you have sufficient time to review of all company insurance policies so you do not end up renewing everything as usual just because of time pressures.

• Clients – our best intentions to meet clients are often jettisoned as “work” gets in the way. Diary time to meet with clients in person, find out if their needs have changed, what can you do help them.

The very best of luck to us all as we start into 2024.

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Virtual General Meetings extended

The ability to hold an Annual General Meeting (AGM) and general meetings has been extended to 31^st December 2024.

The ability to hold an AGM virtually initially arose as a practical support to businesses during the Pandemic and was contained within the Companies (Miscellaneous Provisions) (Covid-19) Act 2020. Whilst the announcement of the extension of the provision is very close to the expiry of the previous extension (i.e. 31.12.2023) it is a move which will be welcomed by many businesses.

The Minister stated that “this extension will provide consistency into 2024, when my department will be bringing forth permanent legislative provisions in relation to virtual and hybrid meetings”.   Whilst this had been hoped for it is good to see the Minister declare the intention to enable virtual meetings as part of standard company law.

A positive update to end the year.

A very happy and peaceful Christmas to all.

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HAVE A WONDERFUL CHRISTMAS AND NEW YEAR

December can be a busy month but, at least, for the bulk of companies all the major filing deadlines are completed and we just have to stress about all those Christmas lunches and dinners to fit in before the Christmas holidays. Hopefully, you can take the time to sort out your desk and enjoy the year end winddown.

Christmas on a Monday does not seem right somehow but, it is lovely to see it arrive whatever day it lands on, although it is tough on turkeys!

KomSec Limited will be closed from 22.12.2023 to 03.01.2023.

HAVE A WONDERFUL CHRISTMAS AND NEW YEAR

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PPS / VIF Numbers – Re-launch Date

The CRO are set to re-launch its requirements for PPS / VIF numbers to be included when filing various statutory forms such as changes to Director details, Annual Returns, etc on Sunday 11^th June 2023 (the original April launch date was postponed).

Take into account that if you file one of the statutory forms impacted by the issue such as an Annual Return without the PPS / VIF numbers now and then submit the signature page after 11.06.2023 the Annual Return will be rejected.

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How to obtain PPS/VIF Numbers

How to obtain PPS / VIF numbers

Following on from my previous blog all Directors of any company incorporated in the South of Ireland must provide his or her PPS / VIF number in order to file any of the following statutory forms in the Companies Registration Office (CRO).

1. Form A1 – company incorporation

2. Form B1 – annual return

3. Form B10 – change of Director and/or Company Secretary details

4. Form B69 – filed by a Director and/or Company Secretary noting resignation where company has failed to do so.

PPS number

A PPS number is provided to any individual tax resident in Ireland and can be found in a variety of places such as an individual’s:

• European Health Insurance Card

• Tax Assessment

• PAYE Notice of Tax Credits

The name attached to the PPS number and filed in the CRO must match exactly.

VIF number

A VIF number has to be requested by any individual that does not have a PPS number.

A VIF Form will have to be completed by the individual before a Notary Public when sworn outside of the South of Ireland. The correctly completed VIF Form is then filed with the CRO. Once filed the CRO will then issue the VIF number.

Potential roadblocks

So far three potential roadblocks have been identified by clients.

1. Disparity between PPS name and name filed in the CRO. KomSec is currently engaging with its clients to identify and remedy this roadblock.

2. Time involved in completing process to obtain VIF number involves a number of different elements but, at least the VIF Form can be sent to KomSec electronically as the original signed Form is not required.

3. Concerns on how long it may take Department of Social Protection to confirm details to the CRO. Only time will tell how this may impact on filing deadlines forAnnual Returns and if a delay could result in a company losing audit exemption.

Help!

Do not worry KomSec is here to help as we continue to:

• contact our clients to help them prepare and comply with this new provision;

• prepare and file statutory forms required to resolve any disparities that exist between PPS name and name filed in the CRO; and

• help clients to apply and obtain individual VIF number.

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CROSS-BORDER MERGERS – changes are coming

Directive 2019/2121 (Cross-border Mobility) became EU law on 31.01.2023 although Ireland has yet to transpose it into Irish law.

The Directive itself does not provide for transitional arrangements for Cross-Border Mergers commenced under the current Cross-border Merger Regulations (SI 157 of 2008) to complete under the current regime, following the 31.01.2023 transposition deadline.  

It is up to individual Member States to determine its own Regulations on how to manage the transition from 31.01.2023 to whenever those Regulations come into effect.

Ireland has proposed to provide two options for a company currently planning a Cross-Border Merger.

1. An Irish company currently planning to engage in a cross-border merger and seeking to rely on the current legislative regime can publish the common draft terms in advance of the new Regulations. The company will then have a six month period within which to hold its general meeting to approve draft terms and complete the transaction under the current regime. 

    

2. Companies may wait until the new Regulations are in place.

The Department of Enterprise, Trade and Employment is in the process of drafting the Regulations which will be introduced by way of Statutory Instrument.

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CORPORATE ENFORCEMENT AUTHORITY - different name – no difference?

The Corporate Enforcement Authority (established in July 2022) replaced the Office of Director of Corporate Enforcement (ODCE) which was no longer fit for purpose. With the creation of the CEA it would be easy to think same old, same old.

It seems to me that the CEA has seized the opportunity to morph into a much more dynamic, focused, and independent organisation which has hit the ground running. Personally, I think one of the most important developments for the CEA is its ability to control its own recruitment requirements so that it can source specialist staff capable of dealing with the intricacies of corporate crime.

White collar crime sounds quite bland but as far as I am concerned it is just as bad as any other crime. A corrupt director may not have physically knocked over an old lady to steal her handbag but stealing the old lady’s pension is worse.   I was never a great advocate of the “walk of shame” one saw for alleged corporate criminals in other jurisdictions but, have to admit I am beginning to think there is some merit in seeing the public arrest with HANDCUFFS of individuals accused of corporate crime.

According to the United Nations it is estimated that US$1 trillion is paid in bribes and US$2.6 trillion stolen through corruption. Combined these sums represent 5% of annual Global Gross Domestic Product.

This year the Irish Government gave one of the biggest Budgets in the history of the State with commentators saying it was made possible by income from Corporation Tax. Whatever one thinks of the Budget if Ireland does not maintain a reputation as a strong reputable country to do business in there will be no Corporation Tax to argue about. There are more than enough challenges for Irish companies dealing with the devasting war in Ukraine, energy costs, housing, climate, etc. Without a strong corporate reputation Ireland will no longer attract business and once a reputation is lost the way back is grindingly hard for everyone.

An effective CEA will be to the benefit of us all.

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Are you a Member or a Shareholder?

A shareholder can be either an individual or a company. The rights of a shareholder vary depending on issues such as the company’s Constitution, Shareholder Agreements, type of shares, etc.

A company’s Constitution will spell out the type of authorised shares and specific rights attaching such as voting rights, dividend payments, etc. Unlike the Constitution which is a public document filed in the Companies Registration Office a Shareholder Agreement is private document. A Shareholders Agreement covers issues such as rights to shares, rights to nominate an individual to the Board of Directors, and funding.

When a company is incorporated Members appoint Directors to manage the company on their behalf. As and when the Directors approve and sign the Financial Statements they are then presented to the Shareholders at an Annual General Meeting. This is when Shareholders have an opportunity to question Directors on how they managed the Company during the year and what their plans are for future development.

If you are a Member / Shareholder make sure your details are accurately reflected in the Statutory Register of Members. Without your current details including your current home address the company has no way of contacting you which is much more likely going to be more of a loss to you then to the them.

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