What's New 2019

CURRENT PROCESSING DATES

June

Annual Report 2018

The Companies Registration Office annual report for 2018 is now available from the Corporate Publications webpage.

Limited Partnerships

The CRO are in the process of a digital transformation of all the registers under its remit.
Phase 1 with the Registry of Friendly Societies is complete. We are now moving to digitalise the Limited Partnerships Register. While the applications will remain paper based for the time being, it will be possible or order copies of documents online.

Unfortunately, for a short period until the other registers are complete it will not be possible to pay for Limited Partnership applications (LP1, LP2, LP3, LP4, P1) using CRO customer account. These documents should be paid for by cheque. We apologise for any inconvenience caused and will update customers as soon as possible regarding other payment methods.

April

Central Register of Beneficial Ownership (RBO) Website

The new website for the Registry of Beneficial Ownership has now launched: https://rbo.gov.ie/
 
The RBO is the central repository of statutory information required to be held by relevant entities in respect of the natural persons who are their beneficial owners/controllers, including details of the beneficial interests held by them.

Relevant entities are:

  • companies formed and registered under the Companies Act 2014 or an existing company within the meaning of that Act, and
  • industrial and provident societies registered under the Industrial and Provident Societies Acts 1893 to 2018.

Filing of beneficial ownership data with the RBO must be done through an on-line portal which will open on this new website on 22 June 2019. There are no paper forms or filing fees involved and the RBO office is not open to the public.

The RBO website is designed to give companies and societies as much information as possible to assist you in meeting your beneficial ownership filing requirements. There is a comprehensive Frequently Asked Questions (FAQs) and search facility on this website which will help guide you through your beneficial ownership filing requirements. The information provided in the FAQs does not constitute legal advice and, if in doubt, companies/societies should obtain their own legal advice.

Easter 2019

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.

CRO WEBSITE/DATABASE MAINTENANCE - Friday 12th April 

The CRO is carrying out maintenance to our website and database on Friday 12th April 2019. This will result in the online services being inaccessible from 1pm until approximately 1.30pm on Friday 12th. All our online services including CORE, Company Search, Open Services will be unavailable at this time.

We regret any inconvenience caused to the public during this essential maintenance. Thank you for your cooperation

Registry of Beneficial Ownership

Article 30(1) of the EU’s Fourth Anti-Money Laundering Directive (4AMLD) requires all EU Member States to put into national law provisions requiring corporate and legal entities to obtain and hold adequate, accurate and current information on their beneficial owner(s) in their own internal beneficial ownership register. Article 30(3) of 4AMLD requires that the information referred to above be held in a central register in each Member State.

A Statutory Instrument, No 110 of 2019, to establish a Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies (RBO) was recently signed into law by the Minister for Finance. A link to SI 110/2019 is provided here: http://www.irishstatutebook.ie/eli/2019/si/110/made/en/pdf.

This legislation provides for the appointment of a Registrar of Beneficial Ownership of Companies and Industrial & Provident Societies. The intention is that this function will be given to the Registrar of Companies. Statutory Instrument No 560/2016, which required all corporate and legal entities to hold adequate, accurate and current information on their beneficial owner(s) in their internal register, has been revoked and replaced by SI 110 of 2019 with immediate effect.

Part 3 of the SI, which relates to the establishment of the central register, will come into operation on 22 June 2019.

In accordance with the SI, the RBO will begin to accept on-line filings from 22 JUNE 2019, after which there will be five months for companies and I&Ps to file their RBO data without being in breach of their statutory duty to file.

The office of the Registrar of Beneficial Ownership (RBO) will contact each company and I&P about their filing obligations in the coming weeks.

An RBO website will be launched on 29 APRIL which will provide further information to customers. A template of the data to be entered into the RBO is provided.  Template of data to be filed with the RBO.pdf. Queries in relation to Statutory Instrument No 110 of 2019 should be sent to aml@finance.gov.ie.  

CRO Search Facility - Problems 3rd April 2019 

We are aware of some technical issues with the CRO Search Facility today. Thank you for your patience while we work on the problem. We will update you as soon as it is resolved. UPDATE - 11.54am - emails are now back issuing and the search facility is available again - apologies for the inconvenience caused.

March

Domestic merger – change to SAP 206 form

The SAP 206 form, which is a statutory declaration made under the terms of section 206 of the Companies Act 2014, has been amended with a view to making it more user friendly for Companies to use. In addition to the standard section 206 requirements the new information requested allows the presenter to:

  • state the type of merger being proposed
  • the details of the other merging companies
  • whether that company is the transferor or transferee (successor) company
  • whether a section 209 statement is attached to the Form 206
  • whether a special resolution (G1P) has been filed in respect of the SAP206 form. 

The form is available from CRO Forms. Filing Fee is €15.00. 
 
Cost of manual post incorporation forms v electronic versions 

There are some forms that are available in both manual and electronic form. In the main it is cheaper or even free to file the electronic online form rather than the manual version. For example, you can file a G1 (Special Resolution) for €15 and an associated Constitution for €15 – however, you can file both for free online. The same applies to a G2 (Ordinary Resolution) which costs €15 to file manually but is free online. Any queries please contact our information line on 1890 220 226. 
 
Use of the Annual Return Number when filing unaudited financial statements 

Please note that there is no requirement to insert an ARN into a B1 Form (Annual Return) unless you are filing audited financial statements. It may occur that a financial package that you are using auto-fills an ARN inadvertently and this is subsequently submitted to the CRO. All such annual returns will be sent back to the presenter in question and cannot be accepted by the CRO. 

February

CRO WEBSITE/DATABASE MAINTENANCE - Saturday 2nd March

The CRO is carrying out maintenance to its website and database on Saturday 2nd March 2019. This will result in the CRO website and database being inaccessible from 10am until approximately 2pm on Saturday 2nd March. All our online services will be unavailable at this time. We regret any inconvenience caused to the public during this essential maintenance. Thank you for your co-operation.

Brexit Planning

What happens if the UK leaves the European Union without a deal in place?
If the UK leaves the European Union without any deal in place, companies which have only UK resident directors will be required to comply with section 137 Companies Act 2014. This is the requirement to have an EEA-resident director. Please see webpage.

January

Public Consultation on Limited Partnerships 

The Department of Business, Enterprise and Innovation is reviewing the Limited Partnerships Act 1907. As part of the review process, the Department is seeking submissions from interested parties. The deadline for submissions is close of business on Friday, 1 March 2019.  

Prepare for Brexit

Government Departments, enterprise agencies and regulatory bodies have a range of supports covering advice, finance and upskilling to help your business navigate its way through Brexit. With just months to go to the UK withdrawal from the European Union, understanding the potential implications is a key first step in developing your Brexit contingency plan. Please see Department website. This website has a number of links to advice regarding the change and also links to financial supports available, information on Upskilling and information for the retail sector. 

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 is not be physically sent back to the Presenter.
  • An email issues 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 no longer receive a letter or documents by post.