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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CRO SIGNING CHANGES

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.

Company Incorporations

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.

Annual Returns

The changes for filing Annual Returns will be twofold.

1. Signatures pages for Annual Returns will no longer be posted to the CRO, instead they will be submitted electronically via ROS or scanned pdf.
2. 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.

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CRO DIGITAL TRANSFORMATION

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.

*   7^th December                                Final date for receipt of original signature pages for any forms electronically filed under

                                                         the current system

*   10^th December                              Final date for receipt of electronically signed forms relating to Charges

*   11^th December                              CRO will begin transition to new system

*   16^th 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 11^th to 16^th December.

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