What's New 2015

July

Registering for ROS

For information on registering for ROS (Revenue Online Signature) and the use of RANs (ROS Access Numbers) and registering as a Sub-User, please see webpage Registering for ROS.

New Forms Only 
The New forms must now be used. Old forms are no longer be accepted by the CRO.

Electronic B1 forms: The new B1 form is now available to file electronically through CORE. Old versions of B1 signature pages submitted electronically (“captured”) on CORE before 1 June will be accepted by the CRO for up to 28 days after the date of “capture”. Presenters who use software packages should contact their software vendors to establish when the new B1 will be available to file electronically using a software package. 
 
RFS - Examinerships
Part 4 of the Friendly Societies and Industrial and Provident Societies (Miscellaneous Provisions) Act 2014 has been commenced as of 1st July 2015. SI. 269 of 2015 refers to the application of examinership legislation to Industrial and Provident Societies. http://www.irishstatutebook.ie/2014/en/act/pub/0019/index.html 
 
Liquidations - Rules of the Superior Court 
The Rules of the Superior Court have set out forms for use with liquidations. SI 255 of 2015. http://www.irishstatutebook.ie/2015/statutory.html

Under the new Rules, an order to wind up a company will be sent to the Registrar of Companies by the Registrar of the Court. Form E4 (forms 39 & 40) require a statutory declaration and this has been added to the version on the website.  The form E1 - declaration of solvency for use with section 580 has also be prescribed. It requires that a statutory declaration be completed. Form E1(41) can be completed for this purpose. Where a declaration of solvency is made under the Summary Approval Procedure - section 207/208 - a statutory declaration is not required. Form E1 - SAP can be completed for this purpose. 
  
Application to Court for an Order extending time to file Annual Return
Under Section 343, Companies Act 2014, with effect from 1 June 2015, applications for an extension of time to file an annual return may be made to either the High Court or to the District Court. The Court may make an Order extending the time in which the company may deliver its annual return to the Registrar of Companies. Only one such Order may be made in respect of a particular year.

Application to the District Court is made on notice to the Registrar by means of an Affidavit. The time which will be extended is the 28 days after the ARD provided for in sections 343(2) and 343(3), CA 2014. The company must file the Order with the CRO usually within 28 days of the Order being made. If the company files the annual return within the extra time specified by the Court Order, the documents will be deemed by the CRO to have been received on time and the consequences of late filing (late filing penalties/loss of audit exemption) will not apply to that annual return. Please note that companies must have legal representation when making an application to Court. See Missed Deadlines page.

New Obligations - Financial Statements 
Under the Commencement Order the following new obligations in Part 6 of the 2014 Act were commenced in respect of financial years beginning on or after 1 June 2015:

  • section 167: Audit committees
  • section 225: Director's compliance statement and related statement
  • section 305(1)b: Share options disclosure
  • section 306(1): Payments to connected persons
  • section 326(1)a: Director's names
  • section 330: Directors' report: statement on relevant audit information). 

For further information see Section 3.7 of CRO Information leaflet No.23.
 
Fixing length of Financial periods
Under section 288, 2014 Companies Act, 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 (filing fee: €15) with the Registrar, apply to alter its current or its previous financial year end date by not more than six months, which will then become its financial year end date for the future. Such an application may only be made once in every five years unless the company is exempted by section 288(10), Companies Act 2014. For further information see Section 3 of CRO Information leaflet No.23  

Revision of Financial Statements and/or Directors Report
A new provision in the 2014 Act is that if the company becomes aware of an error in the Financial Statements or Directors’ Report, they should correct the error and file the corrected documentation with the CRO not more than 28 days after the date of revision. Where copies of the original Financial Statements or original Directors’ Report have been laid before the company in a general meeting or delivered to the Registrar, all revisions should be made with reference to sections 366 to 379, CA 2014, using the Form B1X, filing fee: €15.

Where a revision is filed with the CRO, section 376(6), CA 2014, requires that the original Financial Statements or Directors’ Report shall continue to remain on the Register. A revision to the Form B1 may be made using the Form B1B, filing fee: €15.  For further information see Section 8 of CRO Information Leaflet 23. 

Audit Exemption
Companies now only have to meet 2 of the 3 size criteria to qualify as a “small company” for the purposes of claiming an audit exemption. Guarantee companies and companies which are part of a small Group may now claim the small company audit exemption and there is also an audit exemption available to Dormant companies irrespective of size. All audit exemptions are conditional on the company filing their annual return on time in the current year and in the previous year. 
For further information, see Sections 4 and 9 of CRO Information Leaflet 23
 
Application for Voluntary Strike-off – FORM H15 

Under Section 731, Companies Act 2014, a Form H15 (filing fee €15) must now be signed by ALL the directors of the company and must be accompanied by the following:

  • a special resolution (dated not more than 3 months prior to the date of the application) on a Form G1H15 (filing fee: €15),
  • a letter of no objection from the Revenue Commissioners (dated not more than 3 months prior to the date of the application), and
  • the original page from the newspaper on which the strike-off was advertised (dated not more than 30 days prior to the application). 

You are advised to apply for the Revenue letter of no objection in good time and not to place the newspaper advertisement until you have received the letter from Revenue.  For further information see Section 1.2 of CRO Information Leaflet 28

Section 150(11)

It is possible in limited circumstances for non-disclosure of the residential address of a director. This only applies to new addresses and cannot apply to an address already supplied to the CRO.

June

Annual Report 2014

The Companies Registration Office Annual Report for 2014 is now available from the website - Corporate Publications page.

Tables of Origins and Destinations for the Companies Act 2014

The Department of Jobs, Enterprise and Innovation have  published a Table of Origins and a Table of Destinations for the Companies Act 2014.

www.djei.ie/commerce/companiesact2014.htm

Please note that it is essential to read the guidelines provided with the Tables in order to fully understand and use them correctly. DJEI may amend these Tables at any time and from time to time.

You will also find other useful information about the Act on the same page and additionally at:

http://www.djei.ie/publications/sis/2015/index.htm

Please continue to check back on these pages, as you will see from the "coming soon" section that more publications will follow.

CORE website

The CORE website will be unavailable on Friday 12th June from 7.30am to 9.00am approximately due to some essential maintenance.

Filing a B1 (annual return) through CORE on 2nd, 3rd, 4th, 5th and 8th June

Please note that following the updating of CORE to take account of the commencement of the Companies Act 2014 on 1 June, we are experiencing some technical difficulties with the filing of B1 forms. Our technical team are working to resolve these issues as soon as possible.

NB: If your filing deadline fell on 2nd, 3rd, 4th, 5th or 8th of June, and you were unable to submit your B1 due to technical problems, your company will not be penalised and you will not be required to pay late filing penalties or lose audit exemption as long as you submit the B1 through CORE no later than Tuesday, 9th June, and complete the annual return filing within 28 days. 

We are working on fixing any other technical difficulties that have arisen and appreciate your patience.  We apologise  for any inconvenience caused.

CORE has gone through extensive changes to be ready for receiving filings required under the Companies Act 2014. Since going live on 1 June, users have been encountering some technical difficulties. CRO are actively addressing issues that are made known to us and have applied a number of fixes to these problems. We will continue to work through any issues that users are experiencing and hope to have these issues rectified as soon as possible. We ask users to contact the CRO immediately they encounter a difficulty with filing on CORE at  electronic.filing@djei.ie in order that the CRO is aware of the particular difficulty and is then in a position to address the difficulty. We will also continue to work with users to ensure that any technical errors on our side do not result in late filing penalties. Please note that users filing through software packages may also be affected by these technical difficulties. In such instances please contact your software vendor for further information.

We apologise  for any inconvenience caused and appreciate your patience

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Statutory Instruments

Copies of the statutory instruments relating to the Companies Act 2014 can be obtained from the Department website. SI 218 deals with the format for the independent person's report to be supplied as part of the Summary Approval Procedures (Part 4 of the Act).

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As of 1st June 1st 2015, the register is made up of:

Number  Company type  Legislation
 0 LTD companies Part 2 Companies Act 2014 
 61 Designated Activity Companies Private Guarantee companies are now DACs and operate under Part 16 Companies Act 2014.
 168,232 Private limited by shares companies which operate under the Designated Activity Company legislation until such time as they are converted. See Need to Convert area. DACs operate under Part 16 Companies Act 2014 
 1,642 Public Limited Companies.  PLCs operate under Part 17 Companies Act 2014. Investment Companies under Part 24 Companies Act 2014
 4,458 Unlimited Companies.  PUCs, PULCs and ULCs operate under Part 19 Companies Act 2014
 15,310 Companies Limited by Guarantee.  CLGs operate under Part 18 Companies Act 2014

Companies Act 2014 has now commenced

From June 1st 2015, the Companies Act 2014 has commenced. This Act replaces the Companies Acts 1963-2013. It is a consolidation of the old Acts with some new features including:

  • From June 1st 2015, all directors of companies must be over the age of eighteen.
  • From June 1st 2015, any director of a company who is subject to a foreign disqualification subsequent to their appointment, must file a form with the CRO. (This does not apply to directors who filed a form B74 with their notice of appointment - only to disqualifications not notified to the CRO previously). See Director Duties page.
  • From June 1st 2015, a new company type, a private company limited by shares under Part 2 of the Companies Act 2014, (LTD company) can be registered with the CRO and this company type can be a single-director company. This will be the only company type that can have a single director. See LTD company page.
  • From June 1st 2015, existing private limited by shares companies can decide to convert to this type, if suitable, or else they should convert to a Designated Activity Company (DAC) limited by shares.
  • From June 1st 2015, there will be changes to the registration of charges procedures. A new method of notifying the CRO is being introduced as the new Act is introducing a change to the priority of charges. See Mortgages page.
  • From June 1st 2015, the "Slavenburg file" will be closed and it will no longer be possible to submit particulars of a charge which does not relate to a registered company. Related to this, it will no longer be possible for an external company to register a Place of Business.
  • From June 1st 2015, it will only be possible for an external company which is a limited liability company to register with the CRO. Such external companies can register as a Branch EEA or a Branch Non-EEA.
  • From June 1st 2015, all existing external companies registered as Places of Business will be deleted.
  • From June 1st 2015, the voluntary strike-off procedure will become a formal procedure under the new Act. It will be possible for objections/cancellations to be submitted with regards to this within a 90-day period. The voluntary strike-off application will have to be made by all of the directors of the company.
  • From June 1st 2015, there will be a number of changes to the B1 form (annual return).
  • The Act provides for a four-fold categorisation of offences into Categories 1 to 4. Throughout the Act, offences are, as created, categorised as attracting a particular category of penalty.

May

Please note: Office Closure and Online Services downtime

Due to essential technical work required ahead of commencement of New Companies Act 2014 on 1st June 2015, the Public Office will not open until 11am on Friday 29th May.

CRO online services will also be affected on Friday 29th May from 7am until 11am.  All our online services including CORE, Open Services and Company Search will be unavailable at this time.

We regret any inconvenience caused to the public.  Thank you for your cooperation.

Commencement Order

The Commencement order for the Companies Act 2014 has set the date of 1st June 2015 as the date of commencement. See statutory instrument 169 of 2015 for more information. Link to Irish Statute Book website.

New Company Incorporations

Due to the commencement of the New Companies Act 2014 on the 1 June 2015, the following are the filing deadlines for Incorporations, Change of Name and Reregistrations, under the current Companies Act 1963 to 2013.

In order to ensure registration when using the current CRO forms(1963 to 2013 Act) before 1 June 2015, correctly completed applications must be received in New Companies Section on the dates set out below, to ensure registration before Friday 29 May 2015. It should be clearly understood that submissions received after these dates, on the current forms, will not be processed and will result in the applications being returned to the Presenter. The Presenters will then need to make another submission on the New forms relevant to the 2014 Companies Act , if they still wish to have the applications processed after 1 June 2015.

Last Date for receipt of Applications to be processed under the current forms relevant to the 1963 to 2013 Companies Acts. 

  • ORDINARY SCHEME                              11 May 2015 
  • Fé PHRAINN SCHEME                            18 May 2015 
  • Fé Phrainn A1 ON LINE SCHEME           20 May 2015 
  • CHANGE OF NAME                                 18 May 2015 
  • RE-REGISTRATIONS                                18 May 2015

It should be clearly understood that the deadlines above are for correctly completed forms. If the forms are returned for correction, it will not be possible to have them processed before the commencement of the Companies Act 2014. Hence it will be necessary to make a new submission on the New forms, after I June 2015 (2014 Act ). It is a matter for Presenters to ensure that correctly completed forms are filed on time. 

New Companies Section
CRO  

April

FINANCIAL STATEMENTS FILED WITH THE CRO AFTER 1 JUNE 2015

The most commonly asked question of the CRO in relation to the new Act is "what financial years will the new Act apply to". This note is provided as guidance in relation to what documents the CRO will accept after 1 June 2015.  Company directors may wish to obtain their own professional advice and accountants may wish to seek guidance from their Recognised Accountancy Bodies. 

The CRO is planning to take the following approach in relation to financial statements attached to annual returns delivered to the Registrar on or after 1 June 2015:

  •  if the financial year ends before 1 June 2015 and the financial statements are signed by the director(s) before 1 June, they must be prepared and filed in accordance with the 1963-2013 Companies Acts;   
  • if the financial year ends after 1 June 2015, the financial statements must be prepared and filed under the 2014 Companies Act.

Under the Commencement Order the following new obligations in Part 6 of the Act will be commenced in respect of financial years BEGINNING on or after 1 June 2015:

  • section 167: Audit committees
  • section 225: Director's compliance statement and related statement
  • section 305(1)b: Share options disclosure
  • section 306(1): Payments to connected persons
  • section 326(1)a: Director's names
  • section 330: Directors' report: statement on relevant audit information).
Financial Statements to be filed  with the CRO after 1 June 2015  Financial Statements signed BEFORE 1 June 2015 Financial Statements signed after 1 June 2015 
Financial Year ending BEFORE 1June  1963-2013 Acts  2014 Act
Financial Year ending AFTER 1 June  N/A  2014 Act
 Financial Year beginning  AFTER 1 June  N/A  2014 Act

REVISION OF FINANCIAL STATEMENTS AND/OR DIRECTORS’ REPORT

A new provision in the 2014 Act is that if the company becomes aware of an error in the Financial Statements, they should correct the error and file the corrected documentation with the CRO not more than 28 days after the date of revision. Where copies of the original Financial Statements or original Directors’ Report have been laid before the company in a general meeting or delivered to the Registrar, all revisions should be made with reference to sections 366 to 379, CA 2014, using the Form B1X.

See section 8 of Information Leaflet 23

Digitally Certified Documents.

Under EU Directive 2003/58 regarding disclosure requirements in respect of companies, CRO are required to provide electronic copies of documents. In accordance with this requirement CRO are introducing "digitally certified" copies of documents as a product through the company search facility. The digitally certified copy of the document will be available as an option to purchase when choosing a submission. The cost will be the same as a manual certified copy and is now available.

The "digitally certified" document will be emailed to customers as a pdf document. The pdf document contains a coloured banner at the top of the screen which confirms that it has been digitally signed as certified by the CRO. This assures the recipient that the document is authentic, comes from a source (CRO) that has been independently verified, and has not been tampered with. Globalsign who provide this software, have likened the digitally certified document as the electronic equivalent of adding a notarised, wet ink signature.

To order digitally certified documents please go to: http://search.cro.ie/company/ 

 

Penalty Waivers - Companies Act 2014 : Please note that from the commencement date of the Companies Act 2014 (1 June 2015), applications for an extension of time to file an annual return can be made through the District Court as per section 343(5) of the Act. The costs of making an application to the District Court are far less than the High Court (which is currently the court prescribed).

The District Court will (on notice to the Registrar) hear applications for an extension of time to file the annual return and may make an Order extending the time to file. Where a company files such an Order with the CRO within 28 days of the Order being made, and subsequently files the annual return within the extra time specified by the District Court, the documents will be deemed by the CRO to have been received on time. As a result, the consequences of late filing (late filing penalties / loss of audit exemption) will not apply to that annual return.

Consequently, from 1 June 2015 CRO will no longer be engaging in correspondence with companies appealing the application of penalties as a result of the late filing of an annual return. Instead, companies who need more time to file their annual return should make an application to the District Court in the district court area where their registered office is situated.  NB. Section 343(5) of the Act will not apply to an annual return which has already been delivered to the CRO at 1 June 2015

Easter Opening Hours

The CRO is closed for Easter on Good Friday (April 3rd) and Easter Monday (April 6th). Please also see CRO Opening Hours. 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.

March

Taking Care of Business

Taking Care of Business will take place in The Tower Hotel Waterford on 30th April, 2015 from 8.00am to 2.00pm. This unique event has been specifically designed to help start-up businesses understand and benefit from the services provided by many of our State offices and agencies. You can Register on-line at www.takingcareofbusiness.ie or you can email info@takingcareofbusiness.ie for more information. Admission is free.

Maintenance

The CRO is carrying out maintenance to our website on Thursday 26th March. This will result in the CRO website being inaccessible from 1pm to 2pm. Our online services will still be available. We regret any inconvenience caused to the public during this essential maintenance. Thank you for your cooperation.

Companies Act 2014 commences June 1st 2015

From June 1st 2015, the Companies Act 2014 will be commenced. This Act will replace the Companies Acts 1963-2013. It is a consolidation of the old Acts with some new features including:

  • From June 1st 2015, all directors of companies must be over the age of eighteen.
  • From June 1st 2015, any director of a company who is subject to a foreign disqualification subsequent to their appointment, must file a form with the CRO. (This does not apply to directors who filed a form B74 with their notice of appointment - only to disqualifications not notified to the CRO previously). See Director Duties page.
  • From June 1st 2015, a new company type, a private company limited by shares under Part 2 of the Companies Act 2014, (LTD company) can be registered with the CRO and this company type can be a single-director company. This will be the only company type that can have a single director. See LTD company page.
  • From June 1st 2015, existing private limited by shares companies can decide to convert to this type, if suitable, or else they should convert to a Designated Activity Company (DAC) limited by shares.
  • From June 1st 2015, there will be changes to the registration of charges procedures. A new method of notifying the CRO is being introduced as the new Act is introducing a change to the priority of charges. See Mortgages page.
  • From June 1st 2015, the "Slavenburg file" will be closed and it will no longer be possible to submit particulars of a charge which does not relate to a registered company. Related to this, it will no longer be possible for an external company to register a Place of Business.
  • From June 1st 2015, it will only be possible for an external company which is a limited liability company to register with the CRO. Such external companies can register as a Branch EEA or a Branch Non-EEA.
  • From June 1st 2015, all existing external companies registered as Places of Business will be deleted.
  • From June 1st 2015, the voluntary strike-off procedure will become a formal procedure under the new Act. It will be possible for objections/cancellations to be submitted with regards to this within a 90-day period. The voluntary strike-off application will have to be made by all of the directors of the company.
  • From June 1st 2015, there will be a number of changes to the B1 form (annual return).
  • The Act provides for a four-fold categorisation of offences into Categories 1 to 4. Throughout the Act, offences are, as created, categorised as attracting a particular category of penalty.

January

RFS - Cancellation List - Industrial and Provident Societies

The Registrar of Friendly Societies will move to cancel the registration of the following list of Industrial and Provident Societies due to their failure to file annual returns. These societies will be cancelled on 17th April 2015 unless all outstanding returns are filed by that date.  RFS Cancellation List Jan 2015.pdf

Core has had a face lift 

Please note that CORE has been upgraded to a modernised platform. It looks different, however the content and functionality are the same.  Link to CORE www.core.ie

CORE website homepage

The drop down menus now appear along the top of the page instead of on the left hand side.

CORE website. File a form

Companies Act 2014

The Companies Act 2014 was signed into law by the President on 23rd December 2014. This new Companies Act - will replace the Companies Acts 1963-2013. This Act is split into two volumes as a result. It is expected that the new Act will be commenced in June 2015. It has not been commenced yet and companies continue to operate under the Companies Acts 1963-2013. The citation remains the Companies Acts 1963 to 2013. (The new Companies Act will not be a part of the current legislation as it will replace the Companies Acts).

Please see area of the website which will deal with the new Companies Act and some of the changes that are being introduced.