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.


Coming Soon: Companies Office Full Online Filing

February 7, 2014

The Companies Registration Office (CRO) is ready to adopt new accounts filing rules that will allow companies to file their annual returns and accounts entirely online.

At present, it is possible to file a CRO annual return online, but this must also be supplemented by the submission of paper-format accounts and a separate signature page, each containing the directors’ original signatures.

CRO Companies Registration OfficeThis rather cumbersome procedure was necessary as the Companies Acts had never previously been updated to facillitate electronic filing.  The Companies (Miscellaneous Provisions) Act 2013 was passed into law late last year and is expected to come into effect in March.

This will allow company accounts to be filed with typed signatures. It will no longer be necessary for the accounts to have original handwritten signatures.

This means that they can be uploaded directly to the CRO website, avoiding the postal and other delays that current bedevil companies who are obliged to have their returns filed before their Annual Return Date deadline.

The CRO will in the coming weeks announce instructions for the new online filing facility.

The Companies Office Ezine announcing 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.