Newly incorporated companies often struggle to open a bank account until they’ve completed all required filings with the Registry of Beneficial Ownership — even though they technically have five months from incorporation to do so.
More and more financial institutions are now treating beneficial ownership information as a key part of their due-diligence process. That means existing companies shouldn’t delay filing, nor should they overlook the need to keep their beneficial ownership details current.
Consider this your heads-up!
9th Charity Trustees’ Week
10 – 14 November 2025
The Charities Regulatory Authority is hosting Trustees’ Week in conjunction with Boardmatch Ireland, Carmichael, Charities Institute Ireland, Dóchas, Pobal, The Wheel and Volunteer Ireland this year and is well worth checking out.
Marking its ninth anniversary, this initiative offers events and complimentary resources to honor the vital work and commitment by Trustees who generously volunteer their time and hard work for over 11,000 charities in Ireland.
Check out their calendar of free events and use the hashtag:#TrusteesWeekIrl if you’re on social media.
We have seen some instances of intentionally false statutory forms being filed in the Companies Registration Office (CRO). In one instance, the falsely filed statutory form attempted to appoint an individual as director of a company.
Why is it false? Simply, the individual being appointed “director” has no relationship whatsoever with the company, and the form is filed without the consent or knowledge of the company.
One reason for trying to pass an individual off as a Director of a company could be to give tat “false director” a perceived legitimacy to support fraudulent activities such as financial fraud or even human trafficking.
We all think it cannot happen to us but, it does! KomSec maintains a watch list on all our clients so that we know immediately when a filing is made for a client company. That triggers an immediate check to ensure the filing is legitimate and, in those rare instances where it is not, enables us help our clients to be pro-active, notify the CRO and preserve the company’s filing integrity.
A More Forgiving Approach to Late Filings
Good news! As of July 16, 2025, the rules around audit exemptions for small and micro companies in Ireland are changing. Previously, a single late filing of your annual return could automatically strip away your audit exemption, leading to significant extra costs and administrative burden.
Now, under the new Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024, this will no longer be the case for a first-time late filing within a five-year period.
Why the Change? Easing the Burden on SMEs
Minister Peter Burke highlighted that losing an audit exemption due to a late filing can have a “disproportionate impact” on small businesses. The costs associated with providing two years of audited financial statements can be substantial. This new measure aims to ease the burden on our vital SME sector, reducing paperwork and regulatory obligations while still emphasising the importance of timely filings.
What Does This Mean for Your Business?
Let’s break down the key points of Section 22 of the new Act, which replaces Section 363 of the Companies Act 2014:
Are You a ‘Small Company’?
Just a reminder of how a ‘small company’ is defined under the 2014 Act (you need to meet two or more of these criteria):
Retaining Fees, Reducing Penalties
It’s important to note that late-filing fees will still apply in all cases of overdue annual returns. However, this new approach prevents small businesses from being hit with the double whammy of late fees and the significant costs of losing their audit exemption for a one-off slip-up.
This is a sensible change that acknowledges the realities of running a small business and provides a bit more flexibility while still encouraging compliance.
Summer is supposed to be here despite the weird and wonderful weather we have been experiencing but, regardless, now is a time to relax and unwind. Not sure that intention ever works out as planned but, let’s try anyway.
This time of year should help us all to take a little time out to clear off some of the long-standing items off your “to do list”. Below are the top four issues we find most often overlooked.
Why not get ahead and deal with at least one of the above items over the summer months?
KomSec can help you with any or all of the above items. Let us know if you have any questions or how we can help.
CRO OPEN DATA PORTAL
The Companies Registration Office (CRO) has officially launched its brand-new Open Data Portal! This is a tremendous step forward, making company information more accessible than ever before. The portal is a result of a significant drive making open company data available across the EU.
So, what is it? Think of it as an easy-to-use hub where you can explore a wealth of company data, from basic company details to financial statements. The purpose is to provide a clear and comprehensive view of businesses registered in Ireland.
And who benefits? For entrepreneurs and small businesses, it’s a goldmine for market research, helping them understand competitors and identify opportunities. Investors can gain deeper insights into potential ventures. Researchers and academics now have an invaluable resource for economic analysis.
For example, you can use the CRO Open Data Portal to find out how many companies are operating under a specific NACE code.
While the portal might not have a “one-click” counter for NACE codes, the powerful “Company Records” dataset includes the “Nace Version 2 Code” for each company. This means you can download this comprehensive dataset (often available in formats like CSV) and use Excel/Google Sheets to filter and count companies by their respective NACE codes.
This feature is transformative for anyone wanting to understand specific industry trends, market saturation, or even identify potential business. It puts detailed economic insights at your fingertips!
Visit the portal now at https://opendata.cro.ie/
In response to client queries, below is a brief comment on some of the responsibilities of the Corporate Enforcement Authority (CEA)
Encouraging compliance with company law
I think it is always challenging for any Authority that is required to encourage compliance but must then prosecute where compliance fails. Just think of the Charities Regulatory Authority which is supposed to help Charities get set up and then prosecute the same Charities when they fail. Whilst the CEA endeavours to fulfil its responsibility to encourage compliance by way of publishing leaflets it is still (and probably always will be) seen as primarily focused on enforcement. Given its name that is probably no surprise!
Investigating suspected breaches of company law
Suspected breaches are usually brought to the attention of the CEA by a vast range of individuals and organisations such as Officers or Members of a company, Receivers, Liquidators, Auditors, Accountants, Companies Registration Office, An Garda Síochána, and Revenue Commissioners. Do not underestimate the level of communication between State Bodies as falling foul of one will almost inevitably bring an errant individual or company to the attention of another. Just look at the enhancement of powers granted to the CEA with the commencement of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024.
Taking appropriate enforcement action in response to non-compliance with company law
As with most Regulatory Authorities the CEA is likely to issue warnings so that steps can be taken to rectify an issue before escalating the issue further. If that does not work the CEA can then take companies and individuals to Court. Since its establishment in 2022 the CEA has sought and obtained orders against individuals and companies in a variety of areas such as, accounting offences, acting as a Director whilst disqualified, theft, fraud and money-laundering.
Hopefully the above brief comments have left you enlightened rather than just afraid! As always, KomSec is here to help you comply in full with all your obligations.
Good News for Small Businesses: New Audit Exemption Rules
Get ready for a welcome change! The recent Companies Act 2024 is bringing in a more forgiving approach to audit exemptions. One of the most anticipated updates is the planned removal of the automatic loss of audit exemption for companies that file their annual return late for the first time.
Currently, even a single late filing could mean losing your audit exemption for two years But the upcoming Section 22 of the 2024 Act is set to change all that. Once it’s in effect, you’ll only lose your audit exemption if you file late two or more times within a five-year period.
CRO Aiming for End of May Implementation
The CRO is working hard and aiming to have these changes live by the end of May. The proposed change requires amendments to CORE, the CRO’s online filing platform. A commencement order need to be signed detailing effective date the section i when the section will come into effect and what date or financial years it will apply to. As soon as this have been confirmed we will provide an update.
This means that if your company experiences a one-off late filing within a five-year window, you shouldn’t automatically lose your eligibility for an audit exemption.
Tech Hurdles and Official Go-Ahead
It’s worth noting that this positive change requires updates to CORE, the CRO’s online filing system. Following these technical adjustments, an official commencement order will need to be signed. This order will specify exactly when this new rule kicks in and which financial years it will apply to.
The Big Picture: A More Gradual Approach
Once this new rule is implemented, it will replace the current strict system. Instead of an automatic penalty for a first-time slip-up, there will be a more gradual system. Companies will have a bit more flexibility, allowing for a single late filing within a five-year period without the immediate consequence of losing their audit exemption.
Important Note for Small Groups:
It’s crucial to remember that these changes do not apply to small group situations. The existing rule still stands: if even one company within a small group files its annual return late, the entire group will likely lose its audit exemption for the following two financial years.
Stay tuned for further updates as we get closer to the official implementation date! This change promises to be a significant benefit for many small and medium-sized companies.
The commencement of S.176A of the Companies Act 2014 – enabling companies to hold General Meetings (Member meetings) electronically – has been long anticipated.
Owing its origins to the health and travel restrictions imposed during Covid in 2020 when companies needed an alternative to holding physical general meetings. The commencement of S.176A now puts the ability to convene and hold a general meeting electronically on a permanent footing. It is hoped that enabling electronic participation will encourage members who might have previously been put off by the logistics of travel to attend electronically.
S.176A provides companies with the option of convening General Meetings by way of Electronic Communications Technology (ECT) either in whole or in part. In brief ECT must:
No doubt there will be learning curve, certainly, there is an onus on companies to ensure that the systems put in place to enable electronic general meetings are compliant and secure. Bless the IT staff trying to get their heads around the logistics of running electronic meetings especially if a Poll is ever required – so glad that is not my problem!
Just as holding director meetings electronically has become a standard option so, in time, will electronic general meetings. In the meantime, if you have any queries contact us anytime.
