CURRENT PROCESSING DATES
1st December 2016 - Company Restoration
From 1st December 2016, whether the company is being restored by Administrative Restoration, by Court Restoration or by Fast Track Restoration, an extra step may be necessary prior to the restoration of the company to the Register.
Private Limited by shares companies: Please note that as of 1st December 2016, the Transition Period for the conversion process under Part 2 Companies Act 2014 for existing private companies limited by shares will end. Please note that under Schedule 6 Section 12(3) Companies Act 2014 any restoration made after this date of a private company limited by shares incorporated under the previous Companies Acts and dissolved prior to the end of the Transition Period, unconverted to either an LTD or DAC limited by shares company, will result in the restoration of such a company as a private company limited by shares under Part 2 Companies Act 2014 (LTD company). A new certificate of incorporation will issue to the company.
Guarantee and unlimited companies – Name change required: Parts 16, 18 and 19 Companies Act 2014 impose company name requirements on certain company types, namely private guarantee companies (Part 16), public guarantee companies (Part 18) and unlimited companies whether private or public (Part 19). On restoration of such a company, the Registrar is obliged to apply the company name requirement and the name of the company will be altered to comply with the requirements set out in the relevant part of the Companies Act 2014, Schedule 6 Section 12 (1). No company can be restored without the correct suffix being applied. A new certificate of incorporation will issue to affected companies.
See Restoration and Company Types page.
If posting an annual return to the CRO it should be sent to CRO, O’Brien Road, Carlow. The office in Carlow is for receipt of postal lodgements only and is not a public office. Alternatively, presenters can hand deliver to the CRO's Public Office in Parnell Square where you will be provided with a receipt for your documents.
The Public Office is open from 9.30am to 4.30pm. Personal callers are reminded that the queues can be shorter in the Public Office in the morning time and should consider lodging their documents as early as possible to ensure they can be checked and receipts issued on the day. Account holders should ensure that there is enough money in the account to cover the transaction before submitting their documents.
ANNUAL RETURNS - OCTOBER PEAK
There are over 43,000 companies with an annual return date of 30 September and a filing deadline of 28 October. If you are filing an annual return in respect of one of these companies, you are requested to ensure that your correctly completed return is delivered to the CRO on-time. The best way of doing this is to file on-line.
If you submit your B1 on-line you will have another 28 days from the date of submission to deliver your signature page and financial statements to the CRO. The filing fee for an e-B1 is €20 and for a paper B1 is €40.
If an annual return is filed late, late filing penalties apply and, where applicable, the company also loses its entitlement to claim audit exemption in the current year and in the following year.
Should you experience difficulties filing your form on-line:
Help with the content of the form can be obtained from: LoCall 1890-252536* / 059-9178981 / 01-8045394 or email@example.com.
Help with technical or IT issues is available from: 01-8045374 / 01 8045307 / 01 8045355 or firstname.lastname@example.org
* Note that the rates charged for the use of 1890 (LoCall) numbers may vary among different service providers.
For more information on e-filing, click on email@example.com or view a Youtube video on how to file a B1 on CORE at
CONTACTING CRO'S CARLOW OFFICE DURING OCTOBER/NOVEMBER
This year, in addition to dealing with the usual peak filing of annual returns in October/ November, the Carlow office will also be responsible for processing applications from companies to be converted to a new company type (LTD or DAC) before the 18 month transition period ends on 30 November.
In the exceptional circumstances pertaining this year, it would be appreciated if instead of telephoning the Carlow office, customers seeking information or assistance could send an e-mail to one of the following e-mail addresses, please:
Annual Returns: firstname.lastname@example.org
e-B1 queries: email@example.com
Business Names: firstname.lastname@example.org
District Court: email@example.com
Credit Card Refunds: firstname.lastname@example.org
Customer Accounts: email@example.com
Please note that on the CRO website, in the "WHAT'S NEW" section, there is a daily update advising of the date of receipt of annual returns, RBNs and conversion documents being processed on that day. Customers should, where at all possible, avoid contacting CRO about documents delivered after the processing date given on the website as they have not yet been reached by the processing team. This will allow CRO to continue to dedicate resources to the processing of
submissions. Your cooperation in this regard would be greatly appreciated.
Digital Certificated for New Companies
Certificates of Incorporation of a Company Name will be issued as “digitally certified” documents commencing Wednesday 21 September 2016. These Digital Certificates will replace the paper Certificates currently in use which are posted out to presenters. They will be emailed as a pdf document to the email address entered in the “Company email address” section of the AI form following registration. Presenters can provide these digital certificates directly to third parties such as banks and other financial institutions by email as required.
MANDATORY EFILING OF CERTAIN SUBMISSIONS WILL BE INTRODUCED BY THE CRO FROM 1ST JUNE 2017
SI 458 of 2016 - Companies Act 2014 (Section 897) Order 2016 has been signed into law by the Minister of Jobs, Enterprise and Innovation. The SI comes into effect on 1st June 2017. Mandatory electronic filing will apply to the following submissions from this date:
These changes which will directly affect the company of which you are a director. As every company is obliged to file a B1 every year, it is imperative that any company, whose Annual Return Date (ARD) is after the 31st May 2017, familiarises themselves with the online process ahead of their ARD.
Link to CORE
CRO are working on an information campaign to notify companies of the new efiling requirements.
Cheque payments no longer acceptable in restoration cases
In accordance with government policy, the CRO is phasing out the acceptance of cheques as a payment method. Therefore, please note as and from 1 September 2016 a cheque is not an acceptable payment method in respect of restoration applications, i.e. H1’s, HI-OMC’s and B1’s in respect of all dissolved companies.
The CRO accept payment by bank draft or postal money order in respect of postal applications. Payment by bank draft or postal money order, credit/debit card is accepted at the cash office in our Dublin office.
Conversions - Last chance to pass ordinary resolution to convert to a DAC is 31ST AUGUST 2016.
Companies intending to convert to DAC must have passed the ordinary resolution on or before 31st August. These companies are advised to submit the N2 +
Ordinary Resolution + Constitution to the CRO as soon as possible.
Private limited by shares companies incorporated under the previous Companies Acts can convert to either an LTD Company or Designated Activity Company limited by shares.
All other companies are deemed to be their respective type under the new Companies Act 2014. This may require some of them to alter their name. See Need to alter Company Name.
As of 16th August 2016, the register is made up of:
Companies wishing to be converted to a Designated Activity Company (DAC) must, under the Act, pass an ordinary resolution to convert by 31 AUGUST 2016 and should follow up by filing a Form N2 and amended Constitution with the CRO as soon as possible thereafter.
Directors and presenters of companies wishing to be converted to a new company type are requested to consider this matter at the earliest opportunity and to file your conversion applications with the CRO in good time.
Disruption to CRO Website 4th August
The CRO website will experience possible disruption from 6.30pm to 7.30pm on Thursday 4th Augustl due to essential maintenance. CORE - www.core.ie will not be affected by this change. CRO apologises for any inconvenience caused.
Possible disruption to CRO online services - Thursday 28th July
Please note due to essential emergency work being carried out by Government Networks, some of CRO online systems may be affected between 5.30pm and 7pm this evening.
Due to the nature of this work, it will not be possible to be precise about which services will be affected and for exactly how long, but we expect full service to resume at approximately 7pm.
Apologies for any inconvenience caused.
DIGITAL CERTIFICATES FOR BUSINESS NAMES GOING LIVE ON 2 AUGUST
Business Names Certificates will be issued as “digitally certified” documents commencing 2nd August. These Digital Certificates will replace the paper Business Names Certificates currently posted out to presenters. The Digital Certificates will be emailed as a pdf document to the email address entered on the form submitted to apply for a business name. This will facilitate immediate receipt of the certificate by the presenter as soon as the Business Name has been registered.
Format of Digital Certificate
The format of the Business Name Certificate will not change and the Digital Certificates will contain all of the information currently displayed in the paper Certificates. The signature of the officer registering the Business Name on behalf of the Registrar will appear on the Digital Certificate. The pdf document will contain a coloured banner at the top of the screen to confirm that it has been digitally signed as certified by the CRO. This provides an assurance to the recipient that the document is authentic, has not been tampered with and has been independently verified as sourced in CRO. Presenters can provide these digital certificates directly to third parties by email.
Use of cheques with restoration applications
In accordance with government policy, the CRO is phasing out the acceptance of cheques as a payment method. Therefore, please note as and from 1 September 2016 a cheque will not be an acceptable payment method in respect of restoration applications, i.e. H1’s, HI-OMC’s and B1’s in respect of all dissolved companies.
The CRO will accept payment by bank draft or postal money order in respect of postal applications. Payment by bank draft or postal money order, credit/debit card will be accepted at the cash office in our Dublin office.
Business Names Forms
S.I. No. 339 of 2016, Business Names Regulations 2016 came into effect on 4th July 2016. The statutory instrument prescribes the forms and fees for the submission of documents under the Registration of Business Names Act 1963.
There is no change to the filing fees prescribed. There is one change to the business names forms. The new forms contain an additional field for the presenters email address. This email address will facilitate the introduction of the digital certificate. The issue of digital certificates will commence in August 2016.
CRO Annual Report 2015
The 2015 annual report for the Companies Registration Office is now available from the Corporate Publications webpage.
Conversion under Companies Act 2014
Deadlines for companies wishing to be converted to a DAC or an LTD
Under the 2014 Companies Act, all existing private companies limited by shares (i.e. Companies incorporated under the previous Companies Acts) have the option of converting to one of the new company types (LTD or DAC) during a transition period which ends on 30th NOVEMBER 2016.
Such private limited by shares companies that have not applied to the CRO to be converted to either a DAC or an LTD during the transition period will be automatically converted to an LTD by the legislation on 1st December 2016.
Companies wishing to be converted to a Designated Activity Company (DAC) must, under the Act, pass an ordinary resolution to convert by 31st AUGUST 2016 and should follow up by filing a Form N2 and amended Constitution with the CRO as soon as possible thereafter.
Companies wishing to convert to a Private Limited by Shares Company (LTD) and adopt a new Constitution should do so as soon as possible as the CRO cannot guarantee that applications received at the very end of the transition period will be processed before 30 November.
Directors of companies wishing to be converted to a new company type are therefore requested to consider this matter at the earliest opportunity and to file your conversion applications with the CRO in good time.
Please note that there are no plans on the part of the CRO or the Department to extend the absolute deadline of 30 November 2016 for receipt of conversion applications.
Filing an Annual Return
Since the commencement of the Companies Act 2014 on 1 June 2015, CRO has accepted annual returns which had annexed financial statements in respect of financial years ending before 1 June 2015, which had been prepared under the Companies Acts 1963 to 2013 and signed before 1 June 2015.
Companies are legally obliged under sections 343(2) and 347(4), Companies Act 2014, to file financial statements within a maximum of 9 months and 28 days* of the end of their financial year (*up to 56 days if filed electronically). All financial statements for financial years ending before 1 June 2015 should, therefore, have been filed with the CRO by the end of May 2016. Accordingly, any financial statements filed with the CRO after 1 June 2016 must be prepared in accordance with the Companies Act 2014.
Fixing of length of Financial Periods
Under section 288, Companies Act 2014, the financial statements attached to a company’s first full annual return (ie with financial statements) must cover the period from incorporation and must not be for a period longer than 18 months. Each subsequent financial year begins on the date immediately after the last financial year end date and must be for a period of no more than 7 days shorter or longer than 12 months.
A company may, by filing a Form B83 with the Registrar, (filing fee: €15), apply to alter (ie shorten or lengthen) its current or its previous financial year end date, which will then become its financial year end date for the future. A Form B83 cannot be accepted if it would result in the maximum of 18 months being exceeded, if the deadline has passed for delivery of the financial statements for the year in question (ie if the annual return is late) or where a B83 was filed within the previous 5 years (unless exempted under section 288(10), CA2014). Companies are required to strictly adhere to the requirements of the Act in relation to the length of the financial year. For further information see Section 3.3 of CRO Information leaflet No.23.
District Court applications for extension of time to file an Annual Return
(1) Under Section 343(7), Companies Act 2014, a company whose annual return should have been delivered before 1 June 2015 CANNOT apply to the District Court for an extension of time to file that annual return.
The Registrar WILL OBJECT to any application where the annual return should have been delivered prior to 1 June 2015.
(2) Under District Court Rules - Para(4), SI No 256 of District Court (CA2014) Rules 2015, the Affidavit to the District Court must explain why it was not possible to prepare the annual return and set out, and verify, any facts supporting the reasons why the annual return was not delivered to the Registrar on time.
The Registrar reserves the right to object to any application where the reasons provided in the Affidavit and the supporting facts do not explain or verify why it was NOT POSSIBLE to deliver the annual return on time.
(3) A dissolved company does not have a legal existence until such time that it is restored to the Register.
The Registrar WILL OBJECT to any application made by a dissolved company for an extension of time.
Please see May ezine
For more information please go to: https://www.cro.ie/Services/E-Filing/Digital-Signing-Certificate
Please ensure you use the same browser to login to CORE as you do for Revenue/ROS.
Disruption to CRO Website 25th April
The CRO website will experience possible disruption from 1pm to1.30pm on Monday 25th April due to essential maintenance. CORE - www.core.ie will not be affected by this change. CRO apologises for any inconvenience caused.
Freedom of Information Act 2014
The Freedom of Information Publication Scheme for the Companies Registration Office is available on the FOI webpage. Information regarding the FOI Disclosure log and future CRO Procurement will be posted in this area of the website.
DIGITAL CERTIFICATES FOR MORTGAGES/CHARGES
Mortgage/Charge Certificates will be issued as “digitally certified” documents commencing 13 April. These Digital Certificates will replace the paper Mortgage Certificates currently posted out to presenters. The Digital Certificates will be emailed as a pdf document to the email address entered in the “Presenter Details” section of the eform submitted to register the charge. This will facilitate immediate receipt of certification by the presenter as soon as the charge has been registered.
Format of Digital Certificate
The format of the Certificate of Charge will not change and the Digital Certificates will contain all of the information currently displayed in the paper Certificates. The signature of the officer registering the charge on behalf of the Registrar will appear on the Digital Certificate.
The 2016 Census takes place on April 24th. Please see www.census.ie for more information.
Obligations in preparing and filing an annual return - Deadline and Public Holidays
Under the Companies Act 2014, when the deadline for filing any document with the CRO falls on a non-working day, the deadline automatically moves on to the next working day. Therefore any annual return that has a filing deadline falling between 25 March (Good Friday) and 28 March (Easter Monday) will be treated as received on time if delivered to CRO on Tuesday, 29 March, or submitted electronically by midnight on Tuesday, 29 March. The annual return of a company is required to be made up in every year to a date which is not later than its Annual Return Date (ARD).
15th March 2016 ROS Certs issues now resolved
To all customers: The technical issues with ROS certs have now been resolved. Thank you for your co-operation in this matter. Please notify firstname.lastname@example.org if you are experiencing any problems.
14th March: Technical Issue with ROS Certs
To all customers: There is a technical problem with the application of ROS certs to e-filed documents. We are working to resolve this problem. Please notify email@example.com if you are experiencing this problem.
Digitally Certified Documents for Mortgages/Charges
CRO will commence issuing all Mortgage Certificates as “digitally certified” documents early in Quarter 2. These will replace the paper Mortgage Certificates currently in use which are posted out to presenters. These will facilitate immediate receipt of certification by the presenter as soon as the charge has been registered. They will be emailed to customers as a pdf document to the email address entered in the “Presenter Details” section of the eform submitted to register the charge. The pdf document will contain a coloured banner at the top of the screen to confirm that it has been digitally signed as certified by the CRO. This provides an assurance to the recipient that the document is authentic, has not been tampered with and has been independently verified as sourced in CRO. Presenters can provide these digital certificates directly to third parties by email.
CERTIFICATION OF FINANCIAL STATEMENTS ON B1 FORM
When certifying the Financial Statements on the B1 form, the Act(s) quoted in the Certification that you tick, must match the Act(s) that the Financial Statements attached to the B1 form were prepared under. All Financial Statements signed after 1 June 2015 must be prepared in accordance with the Companies Act 2014.
SMALL AUDIT EXEMPT COMPANY - ABRIDGED FINANCIAL STATEMENTS
Under Sections 352 & 360, Companies Act 2014, a small audit exempt company is required to file the following Financial Statements in respect of financial years commencing on or after 1 June 2015:
See Appendix 1 to CRO Information Leaflet No 23 for sample Abridged Audit Exempt Financial Statements.
NEW OBLIGATIONS REGARDING FINANCIAL STATEMENTS
The following new obligations in Part 6 of the 2014 Act apply to financial years commencing on or after 1 June 2015:
For further information see Section 3.7 of CRO Information leaflet No.23 or CRO webpage - Financial Statements after 1st June.
Companies Act 2014
The Companies Act 2014 requires that each company type be included as part of the company name. For some types of company this will require an alteration to be made. The Transition Period will run until 30th November 2016. Private limited by shares companies incorporated under the previous Companies Acts can convert to either an LTD Company or Designated Activity Company limited by shares.
As of 1st January 2016, the register is made up of:
Copyright 2016 Public Office Address: Companies Registration Office, Parnell House, 14 Parnell Square, Dublin 1, Eircode: D01 E6W8. DX Number: 145001. Phone: +(353 1) 8045200
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