KOMSEC

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KomSec Limited joins with Keveny Monahan. 

Posted in Category(ies): Latest News

KomSec Limited is pleased to confirm that, with effect from 29 June 2026, KomSec Limited has joined with Keveny Monahan.  https://kmca.ie/

This development reflects a long-established professional relationship between Kathryn Maybury and Philip Monahan, who have worked together for more than twenty years in serving the needs of Irish businesses, SME’s, charities and owner-managed enterprises.  Over that time, both firms have developed a similar approach to client service, placing a strong emphasis on professionalism, responsiveness, technical expertise and the importance of building long-term client relationships.  As regulatory and governance requirements continue to evolve, company secretarial and corporate governance matters are becoming increasingly important for organisations of all sizes. The addition of KomSec’s expertise complements Keveny Monahan’s existing audit, accounting, taxation and advisory services and enhances the ability of both our companies to support clients across a broader range of compliance and governance requirements.

Kathryn Maybury will continue to work as part of the combined practice, ensuring continuity of service and the retention of the personal approach that has characterised both firms for many years.  For clients, the change brings together two businesses with shared values and complementary skills, creating additional opportunities to provide integrated advice while maintaining the high standards of service clients have come to expect.  We look forward to continuing to work with our clients and professional contacts as we build upon the strong foundations established by both firms.

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CRO Enforcement procedures for late/non filing Annual Returns. Involuntary strike-off.

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

CRO Enforcement procedures for late/non filing Annual Returns.
Involuntary strike-off.

 

Has your company filed all its Annual Returns up to date in the CRO?  We can no longer think – ah sure we are only late by a year or, other companies are much worse!  The level of complacency that has crept into companies thinking about late filing of Annual Returns is over.  Companies that do not comply or respond to enforcement procedures will be struck-off the Register.

The Companies Registration Office (CRO) is actively targeting 1,000 – ONE THOUSAND – companies per week for late or non-filing of Annual Returns.  At that rate it is expected that the CRO will have cleared all late and non-filing companies by the end of the year.

What does the CRO do?

  • Issues a ten week warning by email to the company’s email address (as filed in the CRO).
  • Issues an Involuntary Strike-off Notice to the Company’s registered office and to the Directors and Company Secretary at their home address.
  • Company is struck-off two months after strike-off notice is issued.

What do you do?

  • Check the status of your Company’s filing.
  • Make sure you don’t miss filing the first Annual Return (filed within six months of incorporation).
  • Make sure your Accountant/Auditor has been notified to prepare the Financial Statements in time for attaching to the Annual Return.
  • Make sure your registered office on the CRO database is correct.
  • Do not wait for the CRO to contact your company, check your status NOW!
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CHANGING REGISTERED OFFICE?

Posted in Category(ies): Latest News, Registered Office Agent

This is a topic close to my heart as KomSec has just moved its registered office for the first time in 18 years.

The simple first steps are:

  • Directors to pass a resolution noting the change in registered office to a specific address with effect from a specific date;
  • statutory form is then filed in the Companies Registration Office; and
  • update Company Statutory Registers.

The fun starts with all the behind the scenes bits, for example:

  • notifying clients and suppliers;
  • engaging with staff;
  • packing for the move which definitely includes some hard decisions on what to bring (we had some serious shredding to do);
  • re-direction of post;
  • updating bank details, including any finance contracts/leases;
  • transferring website, software/hardware support; and
  • not forgetting to tell the landlord!

Have a Step Plan in place and ensure it is regularly monitored and updated.  It honestly is not as bad as it seems but, the new leafy streets of Pembroke Road will never be able to complete with the sea at Blackrock!

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Changes likely to be introduced by the Charities Regulatory Authority during 2026  

Posted in Category(ies): CharitiesLeave a Comment on Changes likely to be introduced by the Charities Regulatory Authority during 2026  

Charities Amendment Act

Changes likely to be introduced by the Charities Regulatory Authority during 2026

A summary of changes likely to be introduced by the Charities Regulatory Authority (CRA) during 2026 are listed below. Charities should familiarise themselves with the changes and what actions are required.

  • Plan and check CRA guidelines
  • Watch out for updates from the CRA
  • Sign up for CRA ezine and follow them on social media

 

Notification Requirements

  • Public Register must be kept up to date
  • Appointments & Resignations of Trustees
  • Advise CRA where Charity proposes to wind up / cease operations

Action – check public register is accurate, if charity is a CLG, ensure appointment/resignation dates match dates filed with the Companies Registration Office

 

Details of Trustees to be provided

  • Name, address, email & phone number
  • Documentary proof of address
  • Declaration Trustee is not disqualified

Action – CRA will be updating their Trustee forms and portal to accommodate the change

 

Charity’s Constitution

  • Charity Constitution will be published on the CRA website
  • CRA will not be publishing Constitutions immediately. They will allow charities time to review and provide them with the most up-to-date copy
  • Charities will be requested to submit current Constitutions

Action – check your Constitution complies with the requirements of the Charities Act

 

Offence not to Notify the Charites Regulatory

  • Failure to notify the CRA is an offence

Action – Ensure you know your charities reporting and notification requirements, and that they are embedded in internal processes

 

Minimum Number of Trustees – Section 54A

  • Minimum three Trustees
  • Majority of Trustees must be resident in the State, EEA or UK
  • Connected relatives cannot make up a majority of Trustees

Action – Ensure you have appointed the minimum number of trustees

 

Connected Relatives

Who is:

  • Child, step child parent, step parent, brother, sister, spouse, civil partner, cohabitant, grandparent, grandchild or child of a civil partner or cohabitant
  • Husband, wife, neighbour as Trustees: not permitted
  • Husband, wife, neighbours who are not in the category of connected relative on Board: permitted

Is not:

  • Aunt, uncle, cousin, brother/sister-in-law

Action – Ensure you know connected relationship status on the Board and address if necessary

 

Register of Members section 54D

  • A CLG: A “member” is defined by s.168 Companies Act
  • An Association: A “member” is anyone entitled to appoint, nominate or vote for the appointment of a trustee
  • Charities must keep Register of Members: name and address of each member, date they become a member and date membership ceased

Action – Check Register of Members is up to date, restore/generate if not in place.

 

Charity Communications – Section 45(7)

Charities will be required to include the following on all public documents and publications:

  • That it is registered (current)
  • Its name of the CRA Register (may differ from trading name)
  • Registration Number (RCN)

 

Requirements apply to all public documents and publications including on TV or online:

  • Advertising (printed, tv and digital)
  • Fundraising and promotional materials such as leaflets, buckets etc
  • Website
  • Social channels (including bio or profile description)
  • Stationery

Action – ensure everyone who produces charities communications know the requirements and make changes when producing new campaigns or materials

 

New Offences

  • Failure to notify/update details on the CRA Register
  • Failure to update Trustees on the Registers
  • If a person (including a charity trustee) knowingly or recklessly provides false or misleading information relating to any charity’s registration to the Charity Regulator.
  • Disqualification from acting as a trustee
    • Clarifications re bankruptcy and insolvency (current only)
    • Addition of conviction of summary offence under the Charities Act
    • g. failing to comply with statutory direction to provide information, failing to file an Annual Report, failing to keep proper books and records as required under the Charities Act.
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Prosecutions on the rise for failure to file beneficial ownership information

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

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.

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Board Diversity

Posted in Category(ies): Boards, Latest News

 

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.

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SHORT MONTH – SHORT BLOG (well almost!)

Posted in Category(ies): Latest News

 

 

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

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Why Having a Competent Company Secretarial Partner is Essential for Your Business

Posted in Category(ies): Corporate GovernanceLeave a Comment on Why Having a Competent Company Secretarial Partner is Essential for Your Business

Running a company in Ireland comes with many responsibilities and compliance with Irish company law is one of the most critical. Company secretarial work, often seen as routine, is vital for protecting your company, directors and future growth by ensuring corporate governance obligations are met.

The latest annual review of the Corporate Enforcement Authority (CEA) outlined that 10 directors in Ireland were disqualified specifically for allowing their companies to be struck off for failure to file the required returns with the Companies Registration Office.

Partnering with an experienced secretarial firm, like KomSec, helps businesses stay compliant with the Companies Acts and other regulations. A professional team ensures all filings are made on time in the Companies Registration Office and that statutory registers and records are accurate. This means companies can avoid penalties, loss of audit exemptions or (in a worse case scenario) director prosecutions by the CEA.

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