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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Don’t Let Your Company Miss the CRO Deadline!

October 27, 2015

Tomorrow, 28 October 2015 is the deadline for Companies Office (CRO) B1 returns for companies with an accounts year-end date of 31 December 2014.

If your company has prepared (or has yet to prepare) 2014 accounts, you must ensure your return is filed by tomorrow – at the latest.

If you haven’t filed, and your company’s annual return date (ARD) is before 30 September 2015, sadly you have already missed the boat.

CRO Filing Deadline

The smart course of action is to file the return online using the CRO’s CORE web filing facility. This buys you a further 28 days (ie up to 25 November next) to submit the Annual Return signature page and accounts to the CRO.

You can use this four-week period to prepare your company accounts and bring its CRO affairs up to date.

Once prepared, you can submit your accounts in paper form, or upload a PDF copy via the CORE system.

If you need to file a return by tomorrow, and don’t have access to CORE, you should immediately get in touch with an accountant with CORE access, and authorise them to file on your behalf.

If you miss the deadline, your company will be faced with late filing fees (€100, plus €3 per day) and the (costly) loss of audit exemption for 2 years, unless you successfully apply to the District Court for an extension of time – which involves its own costs.


The Endless Red Tape of the New Companies Act

September 7, 2015

The Companies Act 2014 came into operation on 1 June 2015 and involves massive changes to Irish Company Law.

The Companies Office (CRO) have, in response, issued a mind-boggling total of 38 Information Leaflets, on a range of topics from Company Incorporations to Liquidations, Receiverships and Examinerships – everything from cradle to grave company-wise as it were.

Where should you start in coming to terms with your obligations under the new Act?

Companies Act 2014

If you’re a company director or secretary, I recommend you start with Information Leaflet No. 36, Requirements for Directors  and Information Leaflet No. 16 The Company Secretary respectively.

And if you’re responsible for preparing and filing CRO annual returns and accounts, you will need a detailed knowledge of Information Leaflet No. 23, Annual Return and Financial Statement Requirements including Audit Exemption.

Unfortunately, this latter document, in common with its title, is rather a mouthful, as it contains 41 pages of detailed content and some 22,300 words.

But it’s essential reading as it covers all the key rules governing:

  • annual returns – particularly the crucial Annual Return Date (ARD) filing deadline.
  • the essential disclosures required in annual accounts.
  • audit exemption
  • audit reports
  • procedures for correction of errors and revisions to accounts.
  • group companies.

There’s an awful lot here for anyone to get to grips with, and the task is all the more daunting for an already busy company director, secretary or manager.

I’ve noted previously noted how the new Act has clearly failed in its objective of simplifying company administration and cutting red tape.

The sad irony is that companies, along with their directors and secretaries, will now be more dependent on professional advisors than ever before.


Companies Act 2014 – A Nasty Shock for Small Company Directors

June 9, 2015

How would you feel if you were legally obliged to publish your earnings on the internet?

This is a question that many small company directors will soon be asking themselves as they digest the new Companies Act 2014, which came into effect on 1 June 2015.

Companies Act 2014 Privacy

For the first time, the new Act compels all companies to disclose Directors’ Remuneration (ie directors’ salaries and fees), in the annual Abridged Accounts to be filed with the Companies Office.

Once filed, any member of the public can access and download a copy of the accounts for €2.50.

This should not be a major issue for larger companies where the total Directors’ Remuneration figure is shared among several directors.

However, it will come as a nasty shock to family companies with one or two directors, most commonly husband & wife.  In such cases, the Directors’ Remuneration figure will clearly link to an identifiable individual or couple.

And once published, this information will be on the public record forever.

I’m amazed that the new Act provides no safeguards against the obvious privacy breach that this measure will entail for small company directors.

An exemption for companies with two or fewer directors would have been a reasonable solution. Yet no such exemption exists.

Will we soon see a stampede of small company owners fleeing the new disclosure rules and returning to sole trader status?

It would be ironic if the new Act, which was supposed to revolutionise company law and simplify company administration, ends up wrecking the entire concept of the small family company.


The New Companies Act 2014 – How Will It Affect Your Company?

June 2, 2015

Yesterday, June 1, the new Companies Act 2014 finally came into effect. It now applies to all existing and future limited companies.

As a company director, you may be wondering how the Act will affect you and your company.

Companies Act 2014 DAC LTD

Under the new Act, you have a choice of legal formats for your company, for a transition period of 18 months, up to 30 November 2016.

In the vast majority of cases, your choice is simple. Your company can convert under the new Act to a Private Company Limited by Shares (“LTD”), or convert to the new format Designated Activity Company (“DAC”).

The LTD is a simplified new company format which aims to reduce the administrative burden on private companies.

LTD companies:
• can now operate with just one director,
• can adopt a single-document constitution in place of the existing and rather legalistic Memorandum & Articles of Association, and
• don’t need to hold AGM’s.

The DAC option is more complex, and is intended for
• charities,
• management companies,
• companies limited by guarantee, and
• other companies which operate for a clearly-defined specific purpose.

Each DAC must have at least two directors and must hold an annual AGM.

There are set procedures for registering your company as a LTD, or as a DAC. These effectively involve adopting a new company constitution which must be filed with the Companies Office together with a special form.

If you do nothing, your company will automatically become an LTD once the 18-month transition period expires. Its Memorandum & Articles of Association will remain unchanged but will form part of an automatic company constitution to comply with the new Act.

Where a company becomes a LTD by default, it may end up being saddled with an outdated and unnecessarily complicated constitution.

This may cause difficulties and added expense (ie more legal fees) when dealing with banks and creditors in the future.

My advice? Face up to this challenge within the next 18 months, and convert your company to the appropriate format before it’s too late.