Companies Registration Office - Marching On!

March has been an active month for the Companies Registration Office (CRO) as it continues upgrading and improving its online portal.

With over 250,000 companies incorporated in Ireland it is good to see online filing options increase, e.g. changes to Constitution, documentation on mortgages and debentures. The enactment of the Companies (Rescue Process for Small and Micro Companies) Act 2021 (SCARP) has also seen a significant rise as the Act mandates specifically for online filing. Mandating online filing only is an interesting development and one that would not have been popular (or arguably possible) a few years ago.

The CRO portal is due for a further upgrade and once that has been completed it is anticipated the Central Register of Beneficial Ownership will be next. Although separate websites set up under separate legislation they remain indelibly linked in the minds of the public.

The Central Register of Beneficial Ownership is just that – a register providing details of beneficial ownership. It is worth remembering that members listed on Annual Returns filed in the CRO will not necessarily be reflected as beneficial owners. This is particularly evident for a Company Limited by Guarantee (CLG) where filing in the Central Register of Beneficial Ownership for this company type depends on the number of members.

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Directors - please produce your PPS number for the Companies Registration Office!

It looks likely that in 2022 the Companies Registration Office will ask Directors to provide their PPS number when lodging various company documents. These will include an application to incorporate a company, an annual return and even a B10 Form noting a change of director or secretary.

Exact details have yet to be set out, but the principal is contained in the recently published Companies (Corporate Enforcement Authority) Bill which is due to be enacted before the end of this year.

No guidance is available on what will happen if a director has no PPS number but KomSec would expect that a similar regime to the BEN2 Form required for Beneficial Ownership registration will be put in place. This Form must be sworn by a director in front of a Notary Public and in our experience the additional time and cost involved is never welcome!

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