What's New 2016

August

CURRENT PROCESSING DATES

Conversions - Last chance to pass ordinary resolution to convert to a DAC is 31ST AUGUST 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.

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:

Number Company type Legislation
37,368 LTD companies (Transition period ends 30th November 2016) Part2 Companies Act2014
1,638 Designated Activity Companies - (31st August is the last chance to pass ordinary resolution to convert to a DAC) Private Guarantee companies are now DACs and operate under Part 16 Companies Act 2014.
140,416 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
1,463 Public Limited Companies. PLCs operate under Part 17 Companies Act 2014. Investment Companies under Part 24 Companies Act 2014
4,522 Unlimited Companies. PUCs, PULCs and ULCs operate under Part 19 Companies Act 2014
15,570 Companies Limited by Guarantee. CLGs operate under Part 18 Companies Act 2014

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.

  •  31st August 2016 - Last chance to pass ordinary resolution to convert to a DAC.
  •  30th November 2016 - Transition period ends for conversion to LTD or DAC.

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.

July

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.

June

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.

May

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

Please note:

(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

April

Signing CRO Forms with ROS Digital Certificates has changed from java to javascript

CRO is now aligned with Revenue’s javascript requirements

  • No need to change - just log in as normal
  • Users should not experience any disruption, however if you do please follow this link to the ROS website for guidance on how to ensure your ROS Digital Certificate is stored in your browser https://www.ros.ie/helpcentre/help.html 

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.

Census 2016

Central Statistics OfficeCensus 2016

The 2016 Census takes place on April 24th. Please see www.census.ie for more information.

March

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).

  • An annual return must be delivered to the CRO not later than 28 days after its effective date. This means that if an annual return is made up to a date earlier than the company's ARD, it should be delivered to the CRO within 28 days after that earlier date.
  • 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.
  • Where financial statements are required to be attached to the return, the filing deadline is either the company's ARD plus 28 days or the company's financial year-end plus nine months and 28 days, wherever is the earlier.  

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 electronic.filing@djei.ie 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 electronic.filing@djei.ie 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.

February

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:

  • Extract from Director’s report in accordance with section 329 of the Companies Act 2014
  • Balance Sheet
  • Notes to the Financial Statements

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:

  • 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 or CRO webpage - Financial Statements after 1st June.

January

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.

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 1st January 2016, the register is made up of:

Number  Company type  Legislation
 16,030 LTD companies Part 2 Companies Act 2014 
 640 Designated Activity Companies Private Guarantee companies are now DACs and operate under Part 16 Companies Act 2014.
 160,155 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 
 1,564 Public Limited Companies.  PLCs operate under Part 17 Companies Act 2014. Investment Companies under Part 24 Companies Act 2014
 4,506 Unlimited Companies.  PUCs, PULCs and ULCs operate under Part 19 Companies Act 2014
 15,633 Companies Limited by Guarantee.  CLGs operate under Part 18 Companies Act 2014

      Taking care of business

Census 2016 Census 2016 April 24th