Corporate Enforcement Authority – a brief comment on its responsibilities

Posted in Category(ies): Latest News, Meetings
Kathryn-Maybury
A post by Kathryn Maybury | Managing Director | KOMSEC Limited | Company Secretarial Services | Corporate Governance | Compliance | Tel: +353 (0) 1 2107595 Email: kmaybury@komsec.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

Posted in Category(ies): Annual Returns, Companies Registration Office, Financial Statements, Latest NewsLeave a Comment on Good News for Small Businesses: New Audit Exemption Rules
Van-Geraghty
Company Secretarial Services | Corporate Governance | Compliance Tel: +353 (0) 505 34101 Email: vgeraghty@komsec.ie  

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.

 

Electronic General Meetings are here to stay

Posted in Category(ies): Latest News, Meetings
Kathryn-Maybury
A post by Kathryn Maybury | Managing Director | KOMSEC Limited | Company Secretarial Services | Corporate Governance | Compliance | Tel: +353 (0) 1 2107595 Email: kmaybury@komsec.ie  

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:

  • enable all participants to have a reasonable opportunity to participate as fully as if they were attending the meeting in person;
  • be readily accessible and usable by all participants;
  • ensure the meeting is clearly audible; and
  • facilitate the casting of votes.

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.

REGISTERED OFFICE – MAKE SURE IT IS CURRENT

Posted in Category(ies): Latest News, Registered Office Agent
Kathryn-Maybury
A post by Kathryn Maybury | Managing Director | KOMSEC Limited | Company Secretarial Services | Corporate Governance | Compliance | Tel: +353 (0) 1 2107595 Email: kmaybury@komsec.ie  

Probably one of the most overlooked items we see is the failure of companies to ensure its Registered Office is current.

All companies must have a registered office in the State “to which all communications and notices may be addressed”.  As an example, various State Bodies such as the Companies Registration Office and the Central Register of Beneficial Ownership will address correspondence to the Registered Office.

Failure to maintain a current Registered Office is a Category Offence which can, and does, lead to some very practical problems for a company.  Indeed, the enforcement proceedings currently being carried out by the Central Register of Beneficial Ownership (CRBO) is a case in point.

The CRBO is actively engaged in prosecuting companies for failure to file beneficial ownership details.  The prosecution process starts with the CRBO sending a written letter to the non-compliant company at its Registered Office address.  If that address is wrong the non-compliance company does not get the letter and remains oblivious of the threat of prosecution.

Take 2 minutes out of your day and check your company’s registered office is correct.  If it isn’t then take another 2 minutes and contact us so we can help your company comply.

Download free, customisable policy templates and guides from the Charities Regulatory Authority

Posted in Category(ies): Charities, Latest NewsLeave a Comment on Download free, customisable policy templates and guides from the Charities Regulatory Authority
Van-Geraghty
Company Secretarial Services | Corporate Governance | Compliance Tel: +353 (0) 505 34101 Email: vgeraghty@komsec.ie  

These templates cover key areas such as governance, human resources, sample compliance record form, financial management, minutes, planning and risk, trustee duties and roles, offering a strong foundation for effective board practices and regulatory adherence to help you comply with the Charities Governance Code.

Whether you’re creating a new policy manual or refining existing policies, the templates and guides help save time while promoting best practices.

These free templates and guides offer a foundation that you can customise to fit the specific governance needs of your charity. You can’t (or shouldn’t) rely on sample policies and procedures alone. Use them as a starting point to develop custom policies tailored to the unique requirements of your charity.

We recommend adopting policies at a board level, while procedures are developed/signed off by the organisation’s CEO.

Adaptable for not-for-profits, these policy templates guide you in creating governance standards that align with your board’s goals, regulatory requirements and assist you in complying with the Charities Governance Code.

Check out https://www.charitiesregulator.ie/en/information-for-charities/guidance-documents

 

New Traffic Light System to Shine a Light on Charity Reporting

Posted in Category(ies): Annual Returns, Charities, Latest NewsLeave a Comment on New Traffic Light System to Shine a Light on Charity Reporting
Van-Geraghty
Company Secretarial Services | Corporate Governance | Compliance Tel: +353 (0) 505 34101 Email: vgeraghty@komsec.ie  

Transparency and accountability are cornerstones of the charity sector. To bolster these principles, the Charities Regulator is introducing a new, easy-to-understand system on the Register of Charities: a traffic light system for annual reporting compliance.

What’s Changing?

Imagine glancing at a charity’s record and instantly knowing if they’re keeping up with their legal obligations. That’s the power of the new traffic light system. Here’s how it works:

  • Green Light: Indicates the charity has submitted their annual report on time.
  • Amber Light: Signals the charity is approaching or has passed the deadline for submission.
  • Red Light: Shows the charity has failed to submit their annual report within the required timeframe.

This straightforward visual cue will empower charity trustees, donors, funders, and the public to quickly assess a charity’s reporting practices.

Important Notes:

  • This system applies only to annual reports due after the system’s launch. So, past reporting history won’t be reflected.
  • The exact launch date will be announced soon, and charities will be notified directly.

Why Does On-Time Reporting Matter?

Submitting annual reports is more than just paperwork—it’s a legal requirement. These reports are vital for maintaining an accurate and transparent Register, fostering public trust, and providing crucial information to funders.

The Charities Regulator is serious about compliance. They’re continuing their targeted initiative, which has already led to prosecutions and removals from the Register for persistent non-compliance.

Ready to Go Green?

KomSec urges all charities to proactively review their reporting processes. Don’t wait for the launch! Ensure you’re prepared to submit your annual report on time and secure that coveted green light.

Resources and Support:

The Charities Regulator website is packed with resources and guidance to help you navigate the annual reporting process.

We understand compliance can be complex. Feel free to contact us for guidance and help.

Avoid Company Strike-Off: CRO Enforcement is Back in Action

Posted in Category(ies): Latest News, Strike OffLeave a Comment on Avoid Company Strike-Off: CRO Enforcement is Back in Action
Van-Geraghty
Company Secretarial Services | Corporate Governance | Compliance Tel: +353 (0) 505 34101 Email: vgeraghty@komsec.ie  

 

Irish businesses face a critical compliance deadline as the Companies Registration Office (CRO) and Register of Beneficial Ownership (RBO) aggressively pursue company strike-offs.

The latest CRO Gazettes details the first companies targeted under this intensified campaign, specifically those incorporated in July 2024 who failed to meet their 5-month RBO filing deadline.

These companies are now receiving 14-day warning notices. The consequences of strike-off are severe, including directors losing limited liability, facing personal debt liability, and potential disqualification, with company assets reverting to the state.

Immediate action is essential to ensure compliance and avoid this fate, particularly by reviewing and updating RBO filings and general CRO compliance.

We understand compliance can be complex. Feel free to contact us for guidance and help.

Charities: Update Your 2024 Compliance Record Form – Keep It Ready for Review in 2025!

Posted in Category(ies): Charities, Latest NewsLeave a Comment on Charities: Update Your 2024 Compliance Record Form – Keep It Ready for Review in 2025!
Van-Geraghty
Company Secretarial Services | Corporate Governance | Compliance Tel: +353 (0) 505 34101 Email: vgeraghty@komsec.ie  

What is your Charity’s Compliance Record Form?

The document is the Charities Governance Code Compliance Record Form, which all registered charities must complete annually to demonstrate compliance with the Charities Governance Code. It provides a structured format for charities to document actions taken and evidence supporting their adherence to governance standards.  It’s not submitted to the Charity Regulator but you need to maintain it in case the Regulator asks for a copy.

Each section includes space for charities to document actions taken and evidence proving compliance.

Key Points of the Document:

  1. Basic Charity Details – Name, Registration Charity Number (RCN), Annual Reporting Period, and Board Approval Date.
  2. Purpose of the Form – Charities use it to record their compliance with governance standards and retain it for potential review by the Charities Regulator.
  3. Guidelines for Compliance – Expectations vary based on the complexity of the charity (volunteer-only, staff-run, or complex organizations).
  4. Six Governance Principles & Compliance Areas:
    • Advancing Charitable Purpose – Clarity on mission, strategic planning, resource management, and periodic review.
    • Behaving with Integrity – Establishing core values, conflict of interest policies, and board conduct codes.
    • Leading People – Defining roles, volunteer/staff management, and operational policies.
    • Exercising Control – Legal compliance, financial controls, risk management, and insurance.
    • Working Effectively – Board responsibilities, meeting procedures, decision-making, and trustee recruitment.
    • Being Accountable – Stakeholder communication, complaint procedures, financial reporting, and transparency.

Charities Amendment Act – new changes

Posted in Category(ies): Charities, Latest NewsLeave a Comment on Charities Amendment Act – new changes
Van-Geraghty
Company Secretarial Services | Corporate Governance | Compliance Tel: +353 (0) 505 34101 Email: vgeraghty@komsec.ie  

The Charities Amendment Act 2024 has been enacted, introducing significant regulatory updates to the Charities Act. While most registered charities will continue their operations as usual, several key revisions require attention.

The Charities Regulator has provided an overview  (https://www.charitiesregulator.ie/media/1aioqohj/charities-amendment-act-2024.pdf) of upcoming changes, covering areas such as:

  • Registration
  • Charity Trustee definitions and duties
  • Financial regulations
  • Agreements and appointments
  • Annual report
  • Charity services functions

The first changes, effective January 27, 2025, include an important governance update: company secretaries will no longer automatically be charity trustees unless they also serve as company directors. If this change applies to your charity, ensure that you update the Register of Charities.

Further guidance will be issued by the Charities Regulatory Authority to support implementation over the coming months.

Beneficial Ownership Basics

Posted in Category(ies): Beneficial Ownership, Latest NewsLeave a Comment on Beneficial Ownership Basics
Van-Geraghty
Company Secretarial Services | Corporate Governance | Compliance Tel: +353 (0) 505 34101 Email: vgeraghty@komsec.ie  

Registers

With certain limited exceptions, all Irish companies must maintain details of who beneficially owns their company. The company is obliged to keep this information on two types of Register.

Internal – Register of Beneficial Ownership

The first Register is the companies own internal Beneficial Ownership Register (similar to other company Registers like the Register of Members).

External – Central Register of Beneficial Ownership

The second Register is an online (government operated) Beneficial Ownership Register on which certain details must be filed.

Don’t Forget

Remember – the onus is on the company to keep both Registers accurate and up to date.

Handy Hint

From a practical perspective – companies should be aware that as part of their money laundering due diligence, banks and other financial bodies will often examine the external Register of Beneficial Ownership before advancing facilities. If your Beneficial Ownership filings are not in order this could block or delay something as simple as opening a new bank account for the company.

What is a Beneficial Owner?

A beneficial owner is a natural person (a human – not a company) who has a significant level of ownership or control of a company. The most common example of a Beneficial Owner is a shareholding of 25% plus one share in a company (yes, the one share is important!).

The definition also includes direct and indirect ownership, so companies are required to look behind any corporate shareholders and identify their ultimate Beneficial Owner(s). This may involve looking further up the corporate chain of ownership if the company is part of a group.

What Information must be Filed?

The following information must be included in the Registers for each Beneficial Owner.

  • Name
  • Date of Birth
  • An Irish Personal Public Service number (KomSec Limited can advise on the further steps required if a person does not have a PPS number)
  • Nationality
  • Residential Address
  • Statement on the nature and extent of the interest held or control exercised by each Beneficial Owner
  • Date on which the Beneficial Owner was entered into the Register as Beneficial Owner
  • Date on which the Beneficial Owner ceases to be a Beneficial Owner

The good news is that KomSec Limited can look after both your internal and external Beneficial Ownership Registers for you and ensure that your company is fully compliant. Please feel free to get in touch if you require any further details.