CRO Newsletter - Issue 168

COMPANIES (ACCOUNTING) ACT 2017

The Companies (Accounting) Act 2017 has been passed by the Oireachtas and is due to commence shortly.  Link: Irish Statute Book. Section 15 amends Part 6 of the Companies Act 2014. It inserts a new Chapter 1A (sections 280A – 280H) which provides for the criteria for companies to qualify as “small”, “medium” or “large”, and introduces the new “micro” category of company. 


UNLIMITED COMPANIES - NO EXEMPTION AVAILABLE

The Companies (Accounting) Act 2017 removes the option for an unlimited company to apply for a suffix exemption.
This Act does not affect any exemption already granted by the Minister. Only DACs/CLGs can apply for further exemptions.  
 
 
PUBLIC OFFICE - GLOUCESTER PLACE LOWER

The CRO Public Office and the Registry of Friendly Societies have completed their change of address. The CRO/RFS have both moved to Bloom House, Gloucester Place Lower, Dublin 1. The Public Office entrance is on the corner of Sean
McDermott Street Lower and Gloucester Place Lower.

It is not possible to deliver documents outside office hours at the Bloom House address. Hand delivered documents (including deliveries by couriers) must be delivered between 9.30 am and 4.30 pm Monday to Friday only. 
 

DIGITAL CERTIFICATES CHANGE OF NAME/RE-REGISTRATION

Commencement date Thursday 8 June 2017
Certificates of Change of a Company Name and Re-Registration of a Company Type will be issued as “digitally certified” documents commencing Thursday 8 June 2017. 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 G1Q form and D20 form following registration. Presenters can provide these digital certificates directly to third parties such as banks and other financial institutions by email as required.


FAST TRACK REQUIREMENTS - JUNE 2017

As the CRO will introduce mandatory electronic filing for the submission of the following documents from 1 June 2017 in accordance with S.I. No. 458 of 2016 and Section 897, Companies Act 2014.

• B1 - Annual Return (including financial statements and electronic payment),
• B2 - Change of registered office,
• B10 - Change of director and/or secretary, or a change in their particulars,
• B73 - Nomination of a new annual return date,

presenters should note that it is up to the company officers to ensure that all documents are completed correctly to ensure that the restoration can be completed on the day.

From 1st June 2017, mandatory efiling of B1's, B10's and B2's will mean that if information is incorrect, or further information is required, it will have to be completed online. https://www.cro.ie/2017-Changes/FAQ-regarding-Mandatory-EFiling


MANDATORY EFILING OF CERTAIN FORMS FROM 1ST JUNE 2017

The CRO has introduced mandatory electronic filing for the forms B1, B2, B10 and B73 as of June 1st 2017.

Changes to filing Form B1 after 1 June

From 1 June 2017, the sole means of filing a B1 and financial statements and paying for an annual return is in electronic form. The return may be digitally signed using Revenue Online Service (ROS), otherwise, the signature page must still be printed off, signed and delivered to the CRO. 
 
As all annual returns and financial statements (form B1) will be filed electronically from 1st June, 2017, all return of documents/queries in relation to same will be by email, therefore, please ensure that the email is monitored regularly. 
 

BENEFICIAL OWNERSHIP REGISTER 

Article 30 of the 4th EU Anti-Money Laundering Directive (4AMLD) requires all EU Member States to put into national law provisions around beneficial ownership information for corporate and other legal entities.

There are two stages to this process:

1)     As of 15 November 2016, Statutory Instrument No 560/2016 signed by the Minister for Finance required corporate and other legal entities to hold adequate, accurate and current information on their beneficial owner(s) in their own beneficial ownership register. A summary of the information that companies are required to hold is provided at: https://www.cro.ie/2017-Changes/Beneficial-Ownership

2)    Article 30(3) of the Directive further requires that the information referred to in paragraph (1) shall also be held in a central register of beneficial ownership.

LAUNCH OF CENTRAL REGISTER OF BENEFICIAL OWNERSHIP

In e-zine no 167 of 9 May, CRO provided customers with provisional information about the central register of beneficial ownership which is required to be established under the 4th EU Anti-Money Laundering Directive (4AMLD).

In that e-zine, it was stated that responsibility for the establishment and maintenance of the central register of beneficial ownership of companies and industrial and provident societies (I&Ps) is expected to be assigned as a separate legal responsibility to the Registrar of Companies in a Statutory Instrument to be made by the Department of Finance in the coming months.

While legal and technical work to launch this register is at an advanced stage, July 2016 proposals to amend 4AMLD (the “5AMLD” proposals) have prompted further consideration of the issue of public access to beneficial ownership registers and the privacy implications of such access. The outcome of the ongoing 5AMLD debates is critical, both to the approach Ireland takes to the registers and to our timeframe for implementing them. Consequently, these considerations
have had an impact on the legislative drafting process and this means that the original 4AMLD transposition date of 26 June 2017 is no longer achievable. However in order to ensure that the registers are established quickly after 5AMLD comes into force, the Department of Finance has indicated that development work on the registers shall continue under the following revised timelines:
 
- THE REGISTER OF BENEFICIAL OWNERSHIP FOR COMPANIES AND I&PS IS NOW EXPECTED TO BE LAUNCHED IN Q4 2017; MORE DEFINITE INFORMATION WILL BE PROVIDED IN EARLY SEPTEMBER;

- THERE WILL BE AN EXTENDED TIME-FRAME (MINIMUM 3 MONTHS) FOR COMPANIES AND I&PS TO MAKE THEIR BENEFICIAL OWNERSHIP FILINGS WHICH WILL COMMENCE AFTER THE EXPECTED Q4 LAUNCH OF THE REGISTER.

Queries in relation to beneficial ownership can be sent to: aml@finance.gov.ie  

SI No 560 of 2016 can be found at: "European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2016". http://www.irishstatutebook.ie/eli/2016/si/560/made/en/print

Further information, including the definition of a "beneficial owner" and general information on how the central register of companies and I&Ps is expected to operate can be found at:  https://www.cro.ie/2017-Changes/Beneficial-Ownership