Komsec

34 Posts , Viewing posts 31 to 34

Virtual AGM’s still allowed in 2023

Posted in Category(ies):  Meetings

 

The Companies (Miscellaneous Provisions) (Covid-19) Act came into being during the Pandemic when restrictions on travel within Ireland, flights into Ireland and inability to attend public gatherings led to fairly substantial practical problems for many companies. The implementation of the Act resolved some of those problems not least being the ability for a company to convene its Annual General Meeting virtually.

In December 2022 the Government announced the extension of some parts of the Act to the end of this year (31.12.2023). In particular, certain company meetings (including Annual General Meetings) can still be held virtually. This will be welcome news to many companies who prefer this format although there is nothing to stop a company holding a physical meeting if they wish to do so.

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Posted on Tuesday, 3 May 2022  |  By Kathryn Maybury  |  0 comments
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Easter Eggs really!

Posted in Category(ies):  Latest News

Easter eggs don’t just mean eggs for Easter anymore now social media refers to Easter Eggs to mean an intentional inside joke or hidden message. Hard to equate an intentional joke with company law. Mind you there will always be a rarefied few who consider compliance with company law a joke but that is another kettle of fish. 

 

Compliance is hard for most people, what to comply with and why, particularly when trying to do so whilst carrying out our “actual” job. Compliance though is part of our “actual” job and should form part of an on-going continuous process in any organisation.

 

To have compliance enter your company’s lexicon can start from something as simple as an Agenda item for the next Board Meeting.

 

  • Have compliance an Agenda item for discussion at every Board Meeting.

  • Agree top five compliance issues or concerns and start knocking them off one by one.

  • Consider appointing one person to lead the compliance processes in your company.

  • Types of compliance issues could include any of the following.

  • Anti-Money laundering legislation – when is the last time a review was undertaken on how your company manages AML?

  • Risk Register – does your company have one, when was it last reviewed by the Directors at an actual meeting?

  • Beneficial Ownership – a company must maintain an internal statutory register of beneficial ownership whilst ensuring it also files and continues to update filings with the Central Register of Beneficial Ownership.

  • Statutory Registers – are they all current and have you cross-checked with statutory filing in the Companies Registration Office.

  • Constitution / Shareholder Agreement – when was your Constitution last reviewed, and does it run in tandem with the Shareholder Agreement or, as is often the case, do they have contradicting clauses?

  • Policies – what policies are in place, when were they last reviewed? The horrific invasion of Ukraine sparked most companies to review EU Sanctions Policies which has, in turn, focused the attention of Directors, Managers on Staff on Ethics & Sanctions in a manner that could never have been imagined possible before.

 

Don’t try and do it all at once, make a start, keep up the momentum and then you can go and buy an actual real Easter Egg. I hope you will all have a fabulous Easter with or without an egg!

 

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Posted on Monday, 11 April 2022  |  By Kathryn Maybury  |  0 comments
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Discrepancy Notices – what is going on?

Posted in Category(ies):  Latest News

 

When a company or individual becomes aware of a discrepancy in beneficial ownership details filed with the Central Register of Beneficial Ownership (CRBO) there is an option to file a Discrepancy Report.

History of Discrepancy Notices filed in the CRBO

  • In 2020 – just 2

  • In 2021 – over 700

  • In 2022 – over 600 

What is going on and why such an extraordinary surge?

 

It looks like the trigger event was the enactment of the Criminal Justice (Money Laundering and Terrorist Financing) (Amendment) Act 2021 in 2021. This Act transposed EU Money Laundering Directive into Irish law thus bringing Ireland in line with current European AML and countering financing of terrorism (“AML/CFT”) framework.  

Companies are not allowed to be told who has filed the Discrepancy Notices so who is filing and why remains a matter of conjecture. It seems likely though Discrepancy Notices are being filed in a knee jerk reaction to the implementation of the Criminal Justice Act on the basis of “to be sure, to be sure”.

In the event you receive a warning email from the CRBO make sure you respond ASAP to ensure you remain within all relevant deadlines. Do not assume there is a discrepancy. Check the beneficial ownership details as in all likelihood your details are fine. Provided you engage proactively and in a timely manner with the CRBO, with luck, all you will end up with is a story to tell. Surprising, irritating but absolutely fixable!

 

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Posted on Wednesday, 6 April 2022  |  By Kathryn Maybury  |  0 comments
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Companies Registration Office - Marching On!

Posted in Category(ies):  Companies Registration Office

 

 

 

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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Posted on Tuesday, 22 March 2022  |  By Kathryn Maybury  |  0 comments
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