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As part of the appointment process every Director acknowledges he/she is responsible for securing their company complies with all relevant obligations. Two examples of “relevant obligations” would include compliance with the Lobbying Act 2015.
Property companies lobbying for changes in planning law, re-zoning of land.
Charities advocating for changes in law.
The Lobbying Regulation (Amendment) Bill 2020 seeks to reform the Lobbying Act 2015. One of the proposals in the Bill will be the ability for a Designated Public Official to cease communicating with a lobbyist where they are aware that the person or body carrying on lobbying activities has failed to comply with the Act.
Transparency Ireland carried out a review of disclosure practices of 30 of Ireland’s top companies across a range of indicators including Responsible Political Engagement. Whilst a number showed leadership in the area it is fascinating to note that most of the companies did not disclose a policy on responsible political engagement. Indeed, 28 out of the 30 companies reviewed did not publish rules or policies dealing with “revolving doors” (the movement of staff rom the public sector to companies or vice versa).
The Registrar of the Companies Registration Office has made an unexpected decision to extend the current filing deadline for Annual Returns from 25th November to 9th December.
The decision to extend the deadline was in recognition of the difficulties experienced by some accountancy firms in meeting the 25th November deadline resulting from the evolving Covid-19 situation.
The extension is a welcome and practical recognition of the difficulties faced by so many of us as we all continue to juggle the practicalities of working in an ever-changing office / home / hybrid environment.
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!
Forget Nightmare on Elm Street and Freddy Krueger we can have sleepless nights with the old reliable “Nightmare of the Annual Return”. Not sure anyone would call it a classic but, it is certainly a reliable annual event.
This year is different though as the filing sequence and deadline dates have changed.
Companies with an Annual Return Date (ARD) of 30th September must electronically file both the Annual Return and Financial Statements in the Companies Registration Office before the signature page can be generated. Once the signature page has been issued the company must ensure it is completed and electronically filed in the Companies Registration Office no later than 25th November.
OK, maybe not quite in the same league as Freddy Krueger after all but, definitely up there for stress. Don’t let your filing deadline turn into a slasher movie for your company. File and sign with the bonus it can all be done online.
White Collar Crime – Beware!
A new independent statutory agency with increased power and resources to investigate and prosecute white-collar crime is on its way. The Companies (Corporate Enforcement Authority) Bill 2021 is due to be published shortly and will establish the Corporate Enforcement Authority. The CEA will replace (and strengthen) the Office of the Director of Corporate Enforcement.
Significantly increasing personnel and allowing for more specialised staff will make the CEA, according to the Tánaiste and Minister for Enterprise, Trade and Employment Leo Varadkar “an Irish FBI... [for].. white collar crime”.
Here are some basic steps you can take to help you be sure your donations are going to a registered and well-governed charity.
- Know your cause
- Check Charity Registration
- Review your chosen charity's data on Benefacts
- Read their Annual Activity Report
- What Governance Regulations are in place?
- Do they recognise they need to be on a Governance Journey?
Know your Cause
What do you care about and then follow your heart and your aspirations – it will mean you are more likely to be generous, and interested in staying engaged. Your chosen charity will also benefit from long term donations from you as an interested supporter.
Check Charity Registration
First thing’s first - check that your chosen charity is on the Register of Charities before you donate.
Review your chosen Charity on Benefacts
Benefacts, a non-profit social enterprise established in 2014 is transforming accessibility and transparency of the non-profit sector in Ireland. The company provides up-to-date financial and governance data, sourced from a number of regulatory sources including the Companies Registration Office
Check your chosen charity on benefacts here and you can see their sources of funding levels of funding, income/turnover, company information (directors and length of terms), employee numbers etc. The information is presented in a neutral and impartial way so you can judge the effectiveness of your chosen charity objectively.
Charity’s Annual Activity Report
Normally available to download on a charity’s website, a charity's Annual Activity Report provides information that’s of interest to a number of stakeholders, including donors. A good report will provide an honest picture of what the charity is set up to do, how they use the resources available to them and their achievements.
What Governance structures are in place?
At an absolute minimum expect to see compliance with the Charities Governance Code – (all Irish registered charities should have complied by 2020).
Charities that meet compliance in the three areas (Governance Code, Implementation of SORP and adhere to Guidelines for Charitable Organisations on Fundraising from the Public) are awarded the Charities Institute “Triple Lock Award”. This is on the basis that these charities uphold the highest standards in transparent reporting, ethical fundraising and strong governance structures.
Is your Chosen Charity on a Governance Journey?
Recognise that most charities are on a governance journey, many smaller charities with exceptionally limited resources and other hurdles are slowly implementing governance structures and financial transparency. In these cases, look for a thoughtful strategy where the charity’s governance commitment implementation plans are clearly set out.
The impact of the Companies (Miscellaneous Provisions) (Covid-19) Act 2020 has simplified some corporate activities for company directors and company secretaries. Extending the terms of the Act to 31.12.2021 means that companies can continue to convene general meetings virtually. The extension is welcome both as a practical and as a pragmatic solution for all concerned.
Practically trying to organise a General Meeting when working from home is a bit of nightmare. When the virtual option was originally introduced Ireland was in lockdown, venues were closed, and company directors and employees were working from home. Convening a General Meeting virtually meant that everyone could take part safely from their own home provided they had access to broadband.
Extending the ability to convene a General Meeting virtually to year end is a pragmatic response to the current reality. Wonderfully lockdowns have stopped, restrictions eased, and vaccinations are well in hand. However, the ability to access indoor venues and enable people to safely attend in person whilst remaining within the terms of Government public health advice is not possible.
The only problem remaining is my personal antipathy to technology, a problem that is beyond any Government intervention!
We recently incorporated a new company that found itself unable to open a new banking facility until it had provided proof that it had filed on the Registry of Beneficial Ownership. This was despite the fact that it had another 5 months to file beneficial ownership details (all newly incorporated companies have 5 months from incorporation to file). Increasingly, financial institutions are making beneficial ownership part of their due diligence process so companies shouldn’t neglect to file or neglect to keep their beneficial ownership details up to date. You have been warned!
ANNUAL RETURN DATE MISMATCH
Be very careful as currently the Annual Return Date for your company does not match the Annual Return Date given on the Companies Registration Office (CRO) website. Confused – you should be!
The Annual Return Date (ARD) of a company is the date up to which a company provides corporate information on itself as at a particular date year. A bit like a corporate snapshot.
Previously the CRO always gave the actual ARD for each company. Unfortunately, since the implementation of its new digital platform the CRO website is now showing the filing deadline date as if it was the actual ARD.
Let’s pretend your company’s ARD is 01.01.2021 that would give it 56 days in which to electronically file everything bringing it to 26.02.2021. Your company’s ARD is 01.01.2021 but the CRO are showing it as 26.02.2021 which is actually the filing deadline date.
Hopefully, this mismatch will be short term as the CRO continues to resolve teething problems surrounding its new system. In the meantime, take care. Failure to file the Annual Return (and accompanying financial statements and signature page) carries, at a minimum, the imposition of a late filing fee and loss of audit exemption.
ANNUAL RETURNS – Deadlines extended – AGAIN!
At this point even I am not sure how many extensions have been given for filing Annual Returns in the Companies Registration Office!. The latest extension for filing is thanks to both the Level 5 restrictions and challenges within the Companies Registration Office (CRO) as it adjusts to its new IT system.
The upshot is that any company with an Annual Return Date (ARD) of 30th September 2020 or later does not have to file the original signature page in the CRO until 28th May 2021 (previous extension was to 26.02.2021).
Personally, I would urge all companies to try and file on time regardless. It is too easy to think that the deadline is so far away there is plenty of time. Think again, it is hard to manage diaries, deadlines, client expectations and life working from home. Are you absolutely sure that you will remember to file a 2020 Annual Return in May 2021?
The new IT system in the CRO requires a company to electronically file the Annual Return and Financial Statements at the same time. Previously some companies relied on being able to file the Annual Return and worry about having the Financial Statements ready for filing later. Clearly this is no longer an option.
At the very least check the Financial Statements are in hand and are available in pdf ready for electronic filing with the Annual Return.
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