Prosecutions on the rise for failure to file beneficial ownership information

Posted in Category(ies): Beneficial Ownership, Latest News
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  

Already this year the Registrar of Beneficial Ownership has brought prosecutions for failure to file beneficial ownership information with the Central Register of Beneficial Ownership before the Dublin District Court. The consequences for non-compliance can be severe and can attract a fine of up to €5,000 on summary conviction and up to €500,000 on indictment (and/or imprisonment). In 2024 (the latest up to date official figures available) 31 cases came before the District Court. 11 entities were convicted and fined and 20 entities pleaded guilty and had the Probation Act applied. Based on the number of prosecutions since just the start of this year, it seems certain that these numbers will be far exceeded in 2026.

As well as the risk of prosecution, the Criminal Justice (Money Laundering and Terrorist Financing) (Amendment) Act 2021 requires all ‘designated persons’ (e.g., banks, financial institutions etc) to inspect the Register of Beneficial Ownership as part of their customer due diligence before establishing a business relationship with a customer. They are obliged to report any discrepancies and non-compliance to the Registrar. Again the expectation is that the issuance of Discrepancy Notices will increase significantly this year.

KomSec can help and advise you on everything your company needs to be and remain compliant with Beneficial Ownership, allowing you to avoid Discrepancy Notices and possible prosecution.

Posted on by | Kathryn-Maybury

Board Diversity

Posted in Category(ies): Boards, Latest News
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  

 

A Board should challenge itself, and its Management Team. It should actively review, question, explore potential flaws, exploit current and future potential of the Company.  The greatest threat faced by any Company is not political or economic but, complacency. Having a diverse Board should be a key tool to ensure complacency does not exist or creep into a company structure unseen or, unchallenged.

Board Diversity should embrace all diversity in order to maximise its own potential, for example:

  • gender – a no brainer, society consists of different genders, why would a Board not reflect the realities of society;
  • ageism – maintaining a balanced age profile on a Board provides experience and fresh thinking;
  • occupation – Director occupations can bring an imbalance to a Board, e.g. the majority of individual Directors on the Board of an engineering company should not be engineers;
  • length of service – staying too long on a Board can, in some cases, end up being a little like a guest who is enjoying themselves so much they do not realise they are no longer as entertaining as they once were!

Appointing an individual simply to “fit” whatever is the current hot topic for Board Diversity is insulting to the individual, and an utter waste of time for the Board, Management and the Company itself.

Boards must willingly embrace the concept of diversity in all its guises, and support the individual Directors, and the Company adapt to the change in Board dynamics.

Board diversity is for the long haul, there are no shortcuts but, like anything that is hard work the results should be worth waiting for.

Posted on by | Kathryn-Maybury

SHORT MONTH – SHORT BLOG (well almost!)

Posted in Category(ies): Latest News
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  

 

 

Update your diary with key dates for the year.

February

After the long wait for February to arrive the month will be over before you know it!

March

Accountants / Auditors – ensure preparation of your company’s financial statements are in their work diary so can comply with statutory requirements and deadlines later in the year.

April

Easter egg to buy, hide and munch!

May

Bank holiday – enjoy!

June

School exams / school ends – phew, cannot believe all the school angst is finally over!

July

Holiday season – time to take stock and sort out professional commitments and goals.

August

Annual General Meeting (AGM) – convene AGM which can be held in person, virtually, combination of both or, by way of written resolution.

September

23rd September – deadline to pay Corporation Tax.
30th September – Annual Return Date (ARD) for bulk of companies.

October

31st October – deadline to file Personal Tax Return.

November

25th November deadline to file 30th September Annual Return.

Ensure you top up Company pension by 31st December.

December

Order turkey, buy presents.  Then start your worklist ready to start the year all over again

Posted on by | Kathryn-Maybury

Compliance Calendar for Charities to help with Annual Reporting in 2026

Posted in Category(ies): Charities, Latest NewsLeave a Comment on Compliance Calendar for Charities to help with Annual Reporting in 2026
Van-Geraghty
Company Secretarial Services | Corporate Governance | Compliance Tel: +353 (0) 505 34101 Email: vgeraghty@komsec.ie  

Compliance Calendar for Charities to help with Annual Reporting in 2026

 

Charities have an obligation to complete and file an online annual report with the Charities Regulator within 10 months of their financial year-end. For the majority of charities, their year-end is 31 December which means their annual report is due on or before the 31 October.

January

Time to start preparing your charity’s financial accounts for 2025. If you are using the services of a third party, such as an accountant, to prepare these accounts reach out to them now. Check what information they need and when.

Agree on a date for the board meeting when the accounts will be approved by the charity trustees. The accounts will need to be ready ahead of the meeting so they can be circulated to the trustees to give them the opportunity to review them.

Make sure to notify whoever is preparing your accounts (especially if you are using the services of a third party) of the date the accounts need to be ready for circulation and inform them. You might want to remind them that it is an offence for a charity to file its annual report late to the Charities Regulator, so it’s important to meet the deadline.

April

Draft financial accounts for 2025 are ready and circulated to all trustees of the charity.

May

Draft financial accounts are reviewed at the board meeting and approved by the charity trustees. If charity trustees have questions on the accounts that need to be clarified or are seeking further details, approval of the accounts can be deferred to the next meeting so the necessary information can be obtained and shared with charity trustees.

June

Financial accounts for 2025 are approved by the board. Begin to draft the annual report on finances and activities for the Charities Regulator.

August /September

Ahead of September board meeting, circulate the draft annual report to the charity trustees for their review.

September

Charity trustees review and approve the annual report to be submitted to the Charities Regulator. The report is now ready to be submitted. However, if further discussion is required, the decision to approve can be deferred to the October board meeting.

October

The report is submitted to the Charities Regulator.

 

Remember that if a Charity does not file its annual report on time it could ultimately be removed from the Charities Register and prosecuted in the district court.

 

Posted on by | Van-Geraghty

2026 Key Dates – important and not so important ones!

Posted in Category(ies): Latest News
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  

 

2026 KEY DATES – important and not so important ones!

January 2026

01.01.2026                                                New Year’s Day – last chance to relax before going back to work

05.01.2026                                                Congrats! You made it back to work

08.01.2026                                                Earth Rotation Day – Keep spinning!

28.01.2026                                                Global International Data Protection – yes, more GDPR!

January                                                      Make sure you have set up dates for all quarterly board meetings during 2026

 

February 2026

05.02.2026                                               Six Nations Rugby France v Ireland

11.02.2026                                                International Women & Girls in Science

 

March 2026

17.03.2026                                               St. Patricks Day – everyone is happy to be seen in public with green face paint!

20.03.2026                                               Local Property Tax deadline – if paying full amount in one go

30.03.2026                                               Mother’s Day – do not give her flowers bought at the petrol station on the way home!

March                                                       Quarterly Board Meeting time

 

April 2026

05.04.2026                                                Easter Day

06.04.2026                                                No groaning – you knew what you were doing when you ate all those chocolate Easter eggs!

April                                                           Audit – make sure someone is actively managing the Audit which includes telling the Auditors!

 

May 2026

04.05.2026                                                Bank Holiday – May Day

09.05.2026                                                Europe Day

 

June 2026

03.06.2026                                                Bank Holiday

21.06.2026                                                Father’s Day – see Mother’s Day advice above!

23.06.2026                                                Lewis Capaldi in Marlay Park

26.06.2026                                                The Cure in Marlay Park (if Lewis Capaldi doesn’t do it for you!)

 

July 2026

01.07.2026                                                Ireland take over the Presidency of the Council of the European Union

19.07.2026                                                World Cup Final – Ireland playing – we can dream!

 

August 2026

03.08.2026                                               Bank Holiday

26.08.2026                                               International Dog Day   – paws for thought!

 

September 2026

18.09.2026                                               Culture Night- visit Cork City Hall or the Mansion House in Dublin

30.09.2026                                               Annual Return Date for the bulk of companies – panic or call us!

September                                               Quarterly Board Meeting time

 

October 2026

01.10.2026                                             Breast Cancer Awareness month

28.10.2026                                             Annual Return – deadline for electronic filing. This is it, now or never…… FILE!

31.10.2026                                             Spooky time!

 

November 2026

08.11.2025                                              International Tongue Twister Day – she sells sea shells on the seashore…

13.11.2026                                              Friday the 13th …….. you have been warned!

November                                               Charity Trustee’s Week

 

December 2026

24.12.2026                                             Santa Claus is coming – I hope you are on the good list!

25.12.2026                                             Make sure the oven is on, and the turkey is in!

December                                              Quarterly Board Meeting time

 

 

01.01.2027                                             Here we go again!

Posted on by | Kathryn-Maybury

Don’t delay – do your beneficial ownership filings today!

Posted in Category(ies): Beneficial Ownership, Latest News
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  

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!

Posted on by | Kathryn-Maybury

9th Charity Trustees’ Week

Posted in Category(ies): Charities, Latest NewsLeave a Comment on 9th Charity Trustees’ Week
Van-Geraghty
Company Secretarial Services | Corporate Governance | Compliance Tel: +353 (0) 505 34101 Email: vgeraghty@komsec.ie  

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.

Posted on by | Van-Geraghty

False Filings

Posted in Category(ies): Companies Registration Office, Latest News
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  

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.

Posted on by | Kathryn-Maybury

A More Forgiving Approach to Late Filings

Posted in Category(ies): Annual Returns, Companies Registration Office, Latest NewsLeave a Comment on A More Forgiving Approach to Late Filings
Van-Geraghty
Company Secretarial Services | Corporate Governance | Compliance Tel: +353 (0) 505 34101 Email: vgeraghty@komsec.ie  

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:

  • First-Time Forgiveness: If your small company has a late annual return filing, you generally won’t lose your audit exemption for the following two years, provided it’s the first time this has happened within a five-year period.
  • When You Will Lose Exemption: You will still lose your audit exemption for the subsequent two years if you fail to deliver your annual return and have already had a late filing in any of the previous five financial years.

 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):

  • Your group’s balance sheet total doesn’t exceed €7.5 million.
  • Your group’s turnover doesn’t exceed €15 million.
  • The average number of employees in your group doesn’t exceed 50.

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.

 

 

Posted on by | Van-Geraghty

Governance to do list – simple summer work

Posted in Category(ies): Latest News
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  

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.

  • Director home address – the most common issue we see is where home addresses do not match with the Statutory Registers and filings in the Companies Registration Office (CRO), Central Register of Beneficial Ownership (CRBO) and Charity Regulatory Authority (CRA).
  • Charges – another common issue is where a Charge has been satisfied but, no-one actually filed satisfaction of the Charge in the CRO. Do not let this omission impact on your company’s financial record, if a Charge has been satisfied then file the form noting satisfaction in the CRO.
  • Financial Statements – most companies file Financial Statements (with the Annual Return) in the CRO between September – November. Check that someone has definitely told your company’s Accountant or Auditor that you will need the Financial Statements for filing in Q4 so there will be no delay when it comes to filing the Annual Return.
  • Directors and corporate governance – when was the last time any Board members received training on role of directors, how to manage board meetings, corporate governance, etc?

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.

Posted on by | Kathryn-Maybury