CRO to Introduce Digital Incorporation Certificates

August 8, 2016

The Companies Office (CRO) are to introduce Digital Certificates of Incorporation for all new companies formed from next month.

This follows their introduction last week of Digital Certificates of Business Names.

Certs of Incorporation Go Digital

A Certificate of Incorporation is an important document, essentially the “birth certificate” of each company.  It is often used to verify the company’s identity for the purpose of banking facilities and legal contracts.

As with the Business Name Certificates, each new Certificate of Incorporation will issue by email and will include a colour banner to confirm that it is an authentic digitally signed document.

Today’s CRO announcement doesn’t clarify whether it will still be possible to receive a paper Certificate of Incorporation. I presume they will address this issue in the coming weeks.


Business Name Certs Go Digital Next Week

July 26, 2016

The Companies Registration Office (CRO), which registers Business Names for sole traders, partnerships and companies, announced today that Business Names Certificates are going digital from next Tuesday, August 2.

The CRO will no longer issue paper certificates by post once they register a new business name. Instead, they will email it to the applicant as a PDF document.

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The present format of the Business Name Certificate will not change but each PDF certificate will include a colour banner at the top of the screen to confirm that it is an authentic digitally signed document.

This can then be circulated to third parties by email.

It is still possible to register a business name using a paper form, or online.


The Companies Office’s Crazy Policy on Postal Delays

February 5, 2016

For some time now, the Companies Registration Office (CRO) have adopted a hardline “zero tolerance” approach to company annual return submissions which are mislaid or otherwise delayed in the postal system.

Basically, if your company return is delayed or lost in the post en route to the CRO, it’s your problem, and they don’t want to know. Even if you have strong evidence that you sent your submission in good time before the applicable deadline.

Today, the new CRO monthly eZine reiterates this unforgiving policy in stark terms:

“Where a document is delivered to the CRO after its filing deadline as a result of being lost or delayed in the postal system, the law leaves the CRO with no option but to treat it as being late.”lost and found road sign illustration design

It gets worse. Even if you’ve been prudent enough to send your return by Registered Post, they will still punish you if you’re late:

“If a document is sent to the CRO by Registered Post and is delivered after the filing deadline, CRO has no option but to treat it as being late.”

You might just be in luck if you’ve used An Post Express Post or a similar time-guaranteed delivery service:

“The only circumstance where CRO will consider an application for an exception to be made to this rule is where the company has sent the document using a time guaranteed service on a date which, under the guarantee, should have resulted in on-time delivery to the CRO and where the service provides proof of delivery or tracks the document to its destination.”

And even then, they can still reject your plea:

In such circumstances, CRO will require the presenter to provide independent documentary evidence  to support their case and will also take account of our own internal systems for recording the contents of envelopes delivered using a time guaranteed service.”

And if you fall foul of this, you’ll have to shuffle off to your local District Court, and pay a solicitor or barrister to plead with the judge for an extension of your annual return deadline.

This will cost you at least €500 – maybe more  – and there’s no guarantee of success.

If the Judge has had a bad day, or just doesn’t like the cut of your jib, you’ll lose your audit exemption, and you can look forward to mandatory audits of your accounts (each costing the guts of €2,000, and maybe more) for two years.

And you will be forced pay an extortionate penalty of €100 + €3 per day for the entire period between your original annual return date and the date when your audit is completed, and your audited accounts are finally ready for filing with the CRO.

This, by any measure, is a ludicrously harsh policy which, let’s remember, actually punishes those who endeavour to comply with their CRO filing obligations.

I’m not a lawyer but it wouldn’t surprise me if it’s illegal too, as it seems to offend the basic legal precepts of force majeure and natural justice.

If the CRO aren’t themselves willing to change it, their bosses in the Department of Jobs, Enterprise and Innovation should insist on a more humane and customer-friendly policy.

Are you listening, Minister Bruton?

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€20 Will Solve Mayo Council’s Irish Cheques Fiasco

March 15, 2013

Mayo County Council are in hot water today for refusing to accept Household Charge cheques written in Irish,  according to a report in today’s Irish Times.

The local authority had blamed their bank, AIB, for refusing to process cheques in the name of “Comhairle Contae Mhaigh Eo”, the local authority’s official title as Gaeilge.

Mayo County Council

Apparently, the bank had told Mayo County Council that it would not accept cheques in Irish from January 2nd, 2013.  For their part, AIB have since stressed that they do accept cheques made out in Irish, and denied any recent change in policy.

I’m amazed that Mayo County Council are unaware that there is a very easy way to resolve this problem. They can register “Comhairle Contae Mhaigh Eo” (or any other title) as a business name with the Companies Office, by completing a simple RBN2 form and paying a €20 fee.

Once the name is registered, they will receive a Certificate to that effect. They simply present the Certificate to their bank and the bank is then free to process cheques made out to the registered business name.

And it only costs €20 – a tiny fraction of the resources the Council has already exhausted in returning unused cheques to householders, and a mere drop in the ocean compared to the cost of their recent court prosecutions for non-payment of the household charge.

The full Irish Times report is here.


New Address for CRO CORE Online Filing System

March 5, 2013

The Companies Online Registration Environment (CORE) operated by the Companies Office (CRO) will tomorrow move to a new web address: core.cro.ie.

The old www.core.ie address will continue to work, but you will be automatically redirected to the new address.

The CRO advise that, following the change, some users may receive warning messages from internet browsers, when they access previously bookmarked pages within CORE.

Any such issues can be resolved by returning to http://www.core.ie, where you will be redirected to the new address core.cro.ie to login.

Core.cro.ie Screenshot

The CORE facility allows you to:

  • Check the status of your companies
  • File annual returns and other forms with the Companies Office.
  • Receive notification of filings and status changes for your companies
  • Watch your companies
  • Manage your CRO account balance & transactions.

In general, I find it an excellent system. If you own or manage a company, I recommend that you register for, and use it.

The CRO eZine publicising this change is here.


New Companies Bill a Fresh Dawn for Irish Business

January 2, 2013

The New Companies Bill will revolutionise Irish company law but needs to go further…

The Companies Bill 2012, published on 21 December by Enterprise Minister Richard Bruton, has been hailed as a “landmark reform” of company law. Its main aims are to reduce red tape,  to cut costs for business and  to make company law obligations easier to understand.

How Big Is It?

Minister Bruton has hailed the Bill as “the largest substantive piece of legislation in the history of the State”. It certainly is a massive piece of work.

The Bill itself contains 1,429 sections, stretching to a mind-boggling 1,136 pages while its Explanatory Memorandum is 402 pages long.  Its contents are based largely on the recommendations of the Company Law Review Group, a statutory expert body responsible for ensuring “that Ireland should have an efficient world-class company law infrastructure.”

The New Companies Bill will revolutionise company administation in Ireland but it needs to go further…

What’s In It?

The Bill consolidates the existing provisions of the Companies Acts 1963-2012 (14 separate pieces of legislation) and also includes a raft of new measures and reforms, relating to private companies limited by shares, PLCs, guarantee companies, and unlimited companies.

The key reforms for private companies are as follows:

  • It will be possible for a private company to have only one director. It will no longer be necessary to have a second director whose only role may be to sign forms and legal paperwork. This will avoid the problems that currently arise where, before they can form a company, a prospective director must recruit a spouse, relative or friend to act as a director, and oblige them to assume a wide range of duties & responsibilities.
  • Companies will no longer be required to hold an Annual General Meeting each year. This will be replaced by a written procedure to be completed by the director(s).
  • Each company will no longer need to draft detailed Articles of Association. It can instead have, by default, a one-document constitution.
  • Companies will no longer need to have an objects clause, setting out its main activities and what it to do. Instead they will now have the same legal capacity as individuals. This will avoid the problems that arise where an activity carried on by a  company is deemed to be illegal (ultra vires) because it is not listed in the company’s Memorandum & Articles of Association.  It will also simplify the procedures surrounding commercial borrowing as banks will no longer need to require a company to establish that it is legally empowered to borrow money for a proposed venture or activity.
  • A new “summary approval procedure” no longer require companies to obtain High Court approval for certain transactions, including capital reductions, and solvent windings up.
  • Private companies will now be able to engage in mergers and divisions.
  • Audit exemption will now be available for group companies, and to certain dormant companies that were previously ineligible.
  • Directors’ duties will be simplified.
  • Company law offences will now be streamlined and categorised by degree of seriousness.
  • SMEs will be able to apply to the Circuit Court for examinership.

What’s Happens Next?

The Bill will now pass through the Dáil and Seanad where it may be subject to a number of amendments. I presume this will take some months although it is safe to assume that it will become law sometime within 2013.

What’s The Verdict?

The publication of the Bill is a most welcome development although it will be interesting to see if all its proposals remain in place by the time it finally becomes law.

Some of its key provisions will revolutionise company administration in Ireland, especially the scrapping of the requirement for companies to have at least two directors, and the abolition of the need to have an ‘objects clause’, that previously complicated a company’s capacity to borrow.

On the other hand, there is no mention of any reform to some of the most glaring flaws in the current company law code, for example the unilateral and immediate loss of audit exemption for 2 years, where accounts are filed even 1 day late to the Companies Office (CRO).

If the Bill can be adapted in order to cover some of these anomalies, it could yet fulfill Minister Bruton’s dream of becoming a truly landmark reform of company law.


Registry of Friendly Societies Database is Now Online

June 22, 2012

The Companies Office online search facility has recently been extended to cover bodies registered with the Registry of Friendly Societies (RFS).

The RFS is the State body responsible for general regulation, supervision and maintenance of public records for:

  • Industrial and Provident Societies (most commonly, agricultural, community and other co-operatives)
  • Friendly Societies (e.g. benevolent societies)
  • Trade Unions.

Until now, it was only possible to access the RFS database by writing or calling to their office at Parnell House, 14 Parnell Square, Dublin 1 (which it shares with Companies Registration Office).

Registry of Friendly Societies regulates Agri & other co-operatives

However, it is now possible to use the Companies Office online search facility to access the following details for a society or trade union:

  • number,
  • address,
  • entity type (whether friendly society, industrial & provident society or a trade union),
  • date of registration,
  • date of most recent annual return submitted to the RFS
  • date of the last triennial return filed with the RFS.

In addition, once you access an organisation’s record, you can click on the “View Submissions” link to access a list of documents that have been filed for the society/union.  Unfortunately it is not possible at present to use the onlnie facility to purchase or view copies of such documents. The RFS hopes to add this functionality at a later date.  Documents can be purchased on request in writing to the RFS. A range of charges apply for such requests – see here for more details.

For more information on the Registry of Friendly Societies, see their Annual Report for 2010 here.