What's New 2018

CURRENT PROCESSING DATES

September

Audit Exemption 

Changes introduced in the Companies (Statutory Audits) Act 2018 mean that audit exemption is now lost for the following two years where an annual return is filed late and not in the current year. An annual return that is being submitted late does not lose any potential audit exemption for that year but will not be eligible for audit exemption for the following two years. Section 363 Companies Act 2014 as amended by section 10 Companies (Statutory Audits) Act 2018.

RFS - New Forms 

Changes have been made to the forms provisions for all areas of The Registry of Friendly Societies (RFS). Changes have been made to the Industrial and Provident Societies forms as well as those for Friendly Societies and Trade Unions. Most changes are to the presentation of the forms. 
  
The option to file certain RFS documents online will be introduced in the coming months and further ezines will issue in relation to this.

Taking Care of Business Event

Taking Care of Business

This free half-day event has been specifically designed to help small and start-up businesses understand and benefit from the services provided by many of our State offices and agencies. The event will include short presentations and opportunities to get information directly from the agencies involved. Please see Taking Care of Business webpage. The event will take place on the morning of Tuesday, 25th September 2018 in the Radisson Blu Hotel & Spa, Ennis Road, Limerick.

Form C17 (Changes to the particulars of the charge holder)

Section 409(8) Companies Act 2014.  A Form C17 (Changes to the particulars of the Charge holder) can now be filed to allow a change in chargeholder details for multiple charges (up to 25) provided that 

  • All the charges are in respect of one company only
  • The current and previous chargeholder is the same for all charges
  • The date of change in chargeholder details must be the same for all charges 

This practice can also be used when the form is being filed to reflect a change of name and/or address.  A fillable template document which sets out a format for providing the information is available. This can be used as an appendix and attached to the Form C17. The filing fee is 15 euro. 
  
Company Names 

Please note that, under the terms of section 52 of the University Act, 1997 and under the terms of section 65 of the Qualifications (Education and Training) Act, 1999, the words University/ Ollscoil and Institute of Technology /Institiúid na Teicneolaíochta or Regional Technical College/Coláiste Teicniúil Réigiúnach are protected titles and should not be used in a business name without a letter of approval from the Minister of Education.
See Company Names webpage. 
  
Voluntary strike-off 

Please be aware:

  • Submission of form G1-H15 does NOT initiate the strike-off process or place the company on a Voluntary Strike-off listing.
  • Subsequent to the passing of the resolution stated on form G1- H15, there are further steps to be undertaken before a company can be removed from the register.
  • Form H15 (the formal application notice) is required to be submitted together with any other required documents (copy of advertisement, Revenue statement). The form is available from CRO Forms webpage.

See Voluntary Strike-off webpage. 

August

New Act being introduced
 
The Companies (Statutory Audits) Act 2018 has been enacted and a copy is available from the Irish Statute Book website. The Act makes a number of changes to the Companies Act 2014 mostly in relation to statutory auditor provisions and Part 15 of the Act. This Act has not been commenced and is not yet in effect. The citation of the Companies Act 2014 does not change. http://www.irishstatutebook.ie/eli/2018/act/22/enacted/en/pdf

New Fees Orders

Changes have been made to the fees provisions for all areas of The Registry of Friendly Societies (RFS). Changes have been made to the Industrial and Provident Societies fees as well as those for Friendly Societies and Trade Unions. Fees are being reduced for most forms.  Please see webpages for updated information: Industrial & Provident Society Fees, Friendly Societies Fees and Trade Union Fees. The option to file certain RFS documents online will be introduced in the coming months and further ezines will issue in relation to this.

July

New Form Introduction - Form FS1
Investment companies and UCITS are required to submit financial statements to the CRO following the introduction of changes set out in the Companies (Accounting) Act 2017. Section 1401a Companies Act 2014 and Regulation 42a European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 refer.  The financial statements are required to be filed within 11 months of the financial year end. This financial year refers to any financial year which commenced on or after 1st January 2017. Form FS1 has a filing fee of €15. The form is available from the website. Please note that any financial statements attached to a Form FS1 must be in a unbound scannable format and that they will be sent back if they are submitted in booklet format. 

New Form Introduction - Form PR1
Under changes introduced in the Companies (Accounting) Act 2017, a Report of Payments to Governments is required to be submitted by certain companies under Part 26 Companies Act 2014.  The reports are required to be filed within 11 months of the financial year end. This financial year refers to any financial year which commenced on or after 1st January 2017. Form PR1 has a filing fee of €15. The form is available from the website. Please see webpage for more information.  

RFS Annual Report

The Registry of Friendly Societies annual report for 2017 is now available from the Corporate Publications webpage.

Monday 2nd July - Problem with CORE - Now resolved

We are aware that some customers are experiencing issues this morning with CORE, please bear with us while we work to resolve the issue. Now resolved.

June

CRO Annual Report

The Companies Registration Office annual report for 2017 is now available from the Corporate Publications webpage.

Ways to top up CRO Customer Accounts

A Customer Account can be topped up by Credit or Debit Card or through an Electronic Funds Transfer (EFT)*.  As of 1st June 2018, the CRO no longer accepts cheques as a method of payment to top up a Customer Account. Thank you for your cooperation.  

*payments by EFT must include the customer account number as a reference number and email to cro.customer.accounts@dbei.gov.ie  

May

Website problems resolved - 21st May 2018

Both www.core.ie and the Search Facility should now be working. Thank you for your patience.  We are sorry for the inconvenience caused by the problems with the site.

CORE website - Search Facility - Problems 21st May 2018

We are aware of some technical issues with both core.ie  and the Search Facility today. Thank you for your patience while we work on the problem. We will update you as soon as it is resolved. You may also wish to follow us on Twitter for updates.

Cheques will no longer be accepted for Customer Accounts 

From the 1st June 2018 the CRO will no longer be accepting cheques as a method of payment to top up a Customer Account. The use of cheques is being phased out, this began with the removal of this option when filing a B1 Annual Return. A Customer Account can be topped up by Credit Card or through an Electronic Funds Transfer (EFT) provided that you put your Customer Account number as a reference on the EFT and you notify us by email that such a transfer has occurred

Notices and reminders to liquidators 

CRO will commence issuing Notices and Reminders to Liquidators to comply with their statutory obligations to file submissions as required by Sections 680 and 681 of the Companies Act 2014. Commencing in mid May 2018, Liquidators who are non compliant in their filings will receive a reminder to file their outstanding submissions.

Liquidators who are compliant will receive advance notification of their next filing date. If they do not file on time, a reminder will issue indicating that their filing deadline has now passed and advising them to file without delay. The issue of the Notices and Reminders is to help Liquidators to comply with their statutory obligations by reminding them of the deadlines.

The consequences of failure to file in accordance with the Companies Act 2014 will be outlined in the letters. CRO proposes to monitor levels of compliance. A further ezine will be issued in advance of commencement of prosecutions.

Beneficial Ownership  

The Department of Finance has advised that a Statutory Instrument is expected to be made in the coming months assigning separate legal responsibility to the Registrar of Companies for the establishment and maintenance of the central register of beneficial ownership of companies and industrial and provident societies (I&Ps).

Legal and technical work to launch this register as required by the 4th Anti-Money Laundering Directive is at an advanced stage. The Department of Finance has indicated that it is currently on track to have the beneficial ownership elements of the 4th Directive transposed soon.

It is still envisaged that there will be an extended time-frame for companies and I&Ps to make their beneficial ownership filings which will commence after the anticipated launch of the register. Queries in relation to beneficial ownership can be sent to: aml@finance.gov.ie

April

ANNUAL RETURNS

  • Companies are not given 14 days where B1 form is not signed 
    Since 1st April 2018, B1’s are automatically rejected where the B1 signature page or overall certificate is not signed or if it has only one signature. The Registrar will not use her discretion under Section 898 of the Companies Act 2014 in these cases and does not allow 14 days for the amendment required.
    A new annual return must be captured, financial statements uploaded and a new signed signature page delivered to the CRO. Where this new annual return is more than 28 days after the company’s Annual Return Date the B1 will be late. 
  • Annual Return late if financial statements not uploaded 
    Since 1st April 2018, Financial Statements must be uploaded prior to sending in a signed signature page to the CRO. If a signature page is received and there are no financial statements uploaded then this annual return will be rejected. Companies do not have 14 days to upload the financial statements. 
  • Annual Return late if financial statements uploaded late 
    A reminder that if you upload your financial statements after the 28 day period allowed following the capture of the B1 online, then your full annual return is late and you will be charged a late filing penalty and, where relevant, lose your audit exemption for two years. 
  • Requests to return an Annual Return 
    Where a company or a presenter rings the CRO and requests that an annual return be returned prior to the CRO receiving the signature page this request will not be facilitated if within 3 days of the delivery date on the signature page.

March

Easter

Please Note

  • The CRO is closed on all Public and Bank Holidays. 
  • Where a company is filing an annual return - if the 28 day filing period expires on a Saturday, Sunday or public holiday, the 28 day period is extended to the next working day. See Filing an Annual Return.

Submission Type on CRO Register - "HC Order charging shares of shareholder"

A number of court actions have been heard in the Commercial High Court, the result of which have been High Court Orders charging shares held by third parties in certain companies ("Charging Orders") in favour of the Plaintiff to the proceedings (in each case to date, a banking institution).

These Charging Orders have included a direction that the Plaintiff's solicitors serve on the Registrar of Companies a copy of the High Court Order, as well as a direction that the Registrar place a copy of the Charging Order on the public file of the company/ies whose shares, held by a third party or parties, are the subject matter of the Charging Order.  Please note that the CRO cannot and will not accept an order which does not expressly request the Registrar to place the order on the public file.

The purpose of the Judge's direction is to alert all interested parties as to dealings concerning the shares of the company/ies in question, which shares are held by shareholder(s) who is/are subject to the Charging Order.

The Charging Orders do not involve a charge over the assets of the company itself, but concern the shares of a shareholder or shareholders in that company. The Charging Orders are accordingly designated "HC Order charging shares of shareholder". Whenever any such order is delivered to the CRO, it is accorded the status of "Received", and is then scanned and made available for public inspection as if it were a submission filed under the Companies Act 2014.

Solicitors furnishing such orders to the Registrar of Companies should ensure that an office copy of the order is forwarded without delay for the attention of : Adrienne Healy, Companies Registration Office, Bloom House, Gloucester Place Lower, Dublin 1

Note that no filing fee applies to such Charging Orders as they are submitted on foot of a Court Order rather than in compliance with a filing obligation under the Companies Act 2014.

Survey

CRO are currently evaluating digital communications and would appreciate if you could complete this short survey to assist us in developing and improving the method and format for providing information to customers. https://www.surveymonkey.com/r/TY6N38F

ANNUAL RETURNS

  • Companies will not be given 14 days where B1 form is not signed 
    From 1st April 2018, B1’s will be automatically rejected where the B1 signature page or overall certificate is not signed or if it has only one signature. The Registrar will no longer use her discretion under Section 898 of the Companies Act 2014 in these cases and will not allow 14 days for the amendment required.
    A new annual return must be captured, financial statements uploaded and a new signed signature page delivered to the CRO. Where this new annual return is more than 28 days after the company’s Annual Return Date the B1 will be late. 
  • Annual Return late if financial statements not uploaded 
    From 1st April 2018, Financial Statements must be uploaded prior to sending in a signed signature page to the CRO. If a signature page is received and there are no financial statements uploaded then this annual return will be rejected. Companies will not be given 14 days to upload the financial statements. 
  • Annual Return late if financial statements uploaded late 
    A reminder that if you upload your financial statements after the 28 day period allowed following the capture of the B1 online, then your full annual return is late and you will be charged a late filing penalty and, where relevant, lose your audit exemption for two years. 
  • Requests to return an Annual Return 
    Where a company or a presenter rings the CRO and requests that an annual return be returned prior to the CRO receiving the signature page this request will not be facilitated if within 3 days of the delivery date on the signature page.

Monday 12th March

I'm afraid that the CRO is experiencing problems with the Company Search facility and the purchase of documents made over the weekend. We hope to have the situation rectified as soon as possible and for the documents to issue.

Monday 5th March

I'm afraid that the CRO is experiencing problems with the Company Search facility and the purchase of documents this morning. We hope to have the situation rectified as soon as possible.

February

Companies Accounting Act 2017 Commencement Order

On 8th February 2018, the Minister for Business, Enterprise and Innovation signed into law the Companies (Accounting) Act 2017 (Commencement) Order 2018. This order appoints 9th June 2018 as the day on which section 80 of the Companies (Accounting) Act 2017 (no. 9 of 2017) comes into operation. Section 80 amends section 1300 of the Companies Act 2014 and the definition of EEA company and non-EEA company.

“ ‘EEA company’ means— 

(a) a body corporate— 
(i) which is incorporated in a state (other than the State) that is an EEA state, and 
(ii) whose members’ liability in respect of such body corporate is limited, 
or 
(b) an undertaking— 
(i) which is formed or incorporated in a state (other than the State) that is an EEA state, 
(ii) whose members’ liability in respect of such undertaking is unlimited, and 
(iii) which is a subsidiary undertaking of a body corporate whose members’ liability in respect of such body corporate is limited;”, 
 
and 
 
“ ‘non-EEA company’ means— 
(a) a body corporate— 
(i) which is incorporated in a state that is not an EEA state, and 
(ii) whose members’ liability in respect of such body corporate is limited, 
or 
(b) an undertaking— 
(i) which is formed or incorporated in a state that is not an EEA state, 
(ii) whose members’ liability in respect of such undertaking is unlimited, and 
(iii) which is a subsidiary undertaking of a body corporate whose members’ liability in respect of such body corporate is limited. 

ANNUAL RETURNS

  • Companies will not be given 14 days where B1 form is not signed 
    From 1st April 2018, B1’s will be automatically rejected where the B1 signature page or overall certificate is not signed or if it has only one signature. The Registrar will no longer use her discretion under Section 898 of the Companies Act 2014 in these cases and will not allow 14 days for the amendment required.
    A new annual return must be captured, financial statements uploaded and a new signed signature page delivered to the CRO. Where this new annual return is more than 28 days after the company’s Annual Return Date the B1 will be late. 
  • Annual Return late if financial statements not uploaded 
    From 1st April 2018, Financial Statements must be uploaded prior to sending in a signed signature page to the CRO. If a signature page is received and there are no financial statements uploaded then this annual return will be rejected. Companies will not be given 14 days to upload the financial statements. 
  • Annual Return late if financial statements uploaded late 
    A reminder that if you upload your financial statements after the 28 day period allowed following the capture of the B1 online, then your full annual return is late and you will be charged a late filing penalty and, where relevant, lose your audit exemption for two years. 
  • Requests to return an Annual Return 
    Where a company or a presenter rings the CRO and requests that an annual return be returned prior to the CRO receiving the signature page this request will not be facilitated if within 3 days of the delivery date on the signature page.

Cheques will no longer be accepted for Customer Accounts 

From the 1st June 2018 the CRO will no longer be accepting cheques as a method of payment to top up a Customer Account. The use of cheques is being phased out, this began with the removal of this option when filing a B1 Annual Return. A Customer Account can be topped up by Credit Card or through an Electronic Funds Transfer (EFT) provided that you put your Customer Account number as a reference on the EFT and you notify us by email that such a transfer has occurred.

Monday 5th February

I'm afraid that the CRO is experiencing problems with CORE/online services this morning. We hope to have the situation rectified as soon as possible.

January

Annual Returns

When filing the annual return, please remember that the signature page cannot be submitted prior to the upload of the financial statements. The signature page is in reference to the financial statements so the statements must be uploaded before the completion of the submission process.

If an annual return is non-compliant:

  • the return will not be physically sent back to the Presenter.
  • An email will issue to the Presenter informing them that their document is sent back and
  • they must resubmit their B1, re-upload their financial statements, print and sign a new signature page and deliver it to the CRO within 14 days.
  • Companies and Presenters should ensure that they provide the correct email addresses to ensure they are alerted when their documents are sent back as they will no longer receive a letter or documents by post.

Beneficial Ownership

The Department of Finance has advised that a Statutory Instrument is expected to be made in the coming months assigning separate legal responsibility to the Registrar of Companies for the establishment and maintenance of the central register of beneficial ownership of companies and industrial and provident societies (I&Ps).  The Department of Finance has indicated that it is currently on track to have the beneficial ownership elements of the 4th Directive transposed by Q1 2018.

 

Taking Care of Business link