KomSec Limited will close from 23.12.2024 to 01.01.2025 inclusive
HAVE A WONDERFUL CHRISTMAS AND NEW YEAR
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Not just a tongue twister! The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024
Not quite sure this is the type of Christmas present I wanted to receive from an outgoing Minister in the wind-down (or is it wind-up) to Christmas!
Tuesday 03.12.2024 saw the commencement of possibly the longest named Act ever! The above Act was commenced on 03.12.2024 and will give effect to 64 of the Act’s 90 provisions amending the Companies Act 2014.
A flavour of some of those 64 provisions are listed below.
I will blog on what some of these changes mean in real life in January 2025. Something for us all to look forward to in the New Year!
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A Company Name cannot…..
In addition…..
Usefully…..
The CRO does not check proposed company names against names on the business names register and the trade mark register. Consequently, if in doubt, check these registers to ensure that your name choice doesn’t conflict with a business name or trade mark since any person claiming to have a right to that name could take an infringement action or a civil passing off action to protect his/her interest.
You can undertake a search of the trade mark register at the Intellectual Property Office of Ireland.
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8th Charity Trustees’ Week
11 – 15 November 2024
The Charities Regulatory Authority in conjunction with Boardmatch Ireland, Carmichael, Charities Institute Ireland, Dóchas, Pobal, Volunteer Ireland, and The Wheel are offering a wide range of free events to Charity Trustees again this year and are well worth checking out.
The week kicked off on Monday 11th at 10am with an event called “Meet the Charities Regulator” (Madeline Delaney, CEO Charities Regulator). There was an interesting panel discussion covering a range of topics of interest to Trustees with representatives of Carmichael, Charities Institute Ireland and the Wheel.
During the panel discussion, the Charities Regulator advised that they are working with the Department for phased introduction to the Charities (Amendment) Act 2024. By Christmas 2024, we can expect a straightforward explanatory document from the Regulator describing the new changes and what Trustees can expect.
Most of the events are online and just require registration in advance. Events will be recorded and available in a few days at https://www.charitiesregulator.ie/en/information-for-charities/charity-trustees-week
Check out their calendar of free events and use the hashtag:#TrusteesWeekIrl if you’re on social media.
More Detail...File Director/Company Secretary Changes within 14 Days of the Effective Date
The Companies Registration Office (CRO) have recently highlighted that they monitor submission of B10s for compliance with Section 149(8) of the Act which states that submissions shall be submitted ‘within the period of 14 days after the date of the change’. This includes the date of change of Directors and their residential address etc.
Companies should ensure that the signed signature page meets CRO signature guidelines before submitting. See our recent blog CRO signature guidelines for more guidance.
The relevant legislation is Section 149(8) which provides that the company shall, within the period of 14 days after the date of the happening of—
(a) any change among its directors or in its secretary or assistant or deputy secretary; or
(b) any change in any of the particulars contained in the register,
send to the Registrar a notification in the prescribed form of the change and of the date on which it occurred.
Where the resignation of a Director leaves the company without an European Economic Area (EEA) resident director, the company must lodge a 137 Bond with the relevant B10 or obtain a Section 140 Certificate.
Resignations and Appointments must be recorded at a Board Meeting and the company should also ensure that the Company’s Statutory Registers are updated.
As always, if you have any questions on this blog please contact myself or one of my KomSec colleagues.
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General Instructions from the CRO regarding signature pages
Trustee Annual Report 2024
Charities in Ireland need to submit their Annual Report to the Charities Regulatory Authority within 10 months of the financial year end.
Why file with the Charities Regulator?
Aside from the legal obligation to file, because some of the information will be available on the public register, it’s an opportunity to showcase your charity’s impact , finances and charitable activities for the previous year, building trust with the public and your stakeholders.
Resources
The Charities Regulator have a number of helpful resources to help you file your charity’s Annual Report.
More Detail...Filing Annual Returns and Financial Statements – FAQ
The majority of Irish companies have a financial year end date of 31st December and consequently their Annual Return Date (ARD) falls on the 30th September.
These companies file their Financial Statements and the signed signature page with the Companies Registration Office (CRO) no late than 25th November.
Failure to file an annual return within the deadline (56 days within the ARD) results in incurring late filing penalties and loss of audit exemption for the following two years and can also result in prosecution of Companies and Directors. The Company also risks the company being struck off the CRO Register.
Late Filing Penalty
Late filing incurs a penalty of €100 w.e.f. expiry date of the company’s deadline plus a daily penalty of €3 thereafter, up to a maximum of €1,200 for each return.
Loss of Audit Exemption
Late filing also results in loss of audit exemption for the following two years.
Prosecution of Companies and Directors
Under section 343 of the Companies Act 2014, companies and directors can be prosecuted under section 865 of the Companies Act 2014 and face an on-the-spot fine for persistent late filing.
Involuntary Strike Off
If a company is late, they risk being struck off the CRO register and dissolution. Accordingly, the company loses limited liability protection w.e.f. date of strike off.
Below are some points to keep in mind:
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Glaring lack of legislative support
How is anyone supposed to make the right choice in the glaring absence of appropriate guidelines? How is there such a political and moral vacuum that no-one is addressing this incredibly serious question?
How to buy the right Easter egg?
General Data Protection Regulations – well that is a disaster as part of GDPR requires one to process data for legitimate purposes specified explicitly to the data subject when you collect it. Are you really going to spoil the surprise by asking the data subject for the right to give them an Easter egg?
Health & Safety – definitely an area best avoided. The amount of potential allergies (nut, lactose, etc) is vast, and this is before we even consider potential injury from flying shards of Easter egg that are cracked with enthusiasm rather than finesse.
Weights & Measures – don’t get me started on this. How am I to figure out the size and weight of an Easter egg when there is such a massive choice. Whatever Government Department is responsible for this is clearly not doing enough – when did it become alright to term Easter eggs shaped like a rabbit?
Cartel – if all our family members buy the same type of Easter eggs have we formed a cartel?
Family – probably the thorniest issue of all as at the end of the day falling foul of legislation is going to be the least of our worries if we don’t buy the right Easter egg.
Depending on your age all the above are very serious questions. All I can do is wish you the best of luck when you make your selection. Personally, I don’t even like chocolate and perhaps after this blog neither will you!
HAPPY EASTER
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