Komsec

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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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Fiduciary Duties most often forgotten

Posted in Category(ies):  Directors

 

 

Change of address – in our experience this is one of the most neglected areas of compliance. Directors and Company Secretaries are notoriously forgetful when it comes to notifying any change in address.

 

Location of statutory registers – failure to notify current location of statutory registers, in our experience, primarily occurs where the Company Secretary is an individual and is less likely to occur when the Company Secretary is a corporate body. Perhaps it is a case of out of sight, out of mind!

 

Appointing a Director – is there a checklist in place when appointing a Director? A common mistake is not checking the Company’s Constitution. A Constitution may contain a clause declaring the minimum and maximum number of directors in the company. The Company may also have a Shareholders Agreement in place which could also include a minimum/maximum number of Directors.   Companies with both a Constitution and Shareholders Agreement need to ensure the minimum/maximum number is the same in both documents.

 

All of the above can be managed by ensuring the relevant statutory registers are current, changes are filed in the Companies Registration Office and (if applicable) in the Central Register of Beneficial Ownership.

 

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Posted on Wednesday, 2 March 2022  |  By Kathryn Maybury  |  0 comments
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