CRO will commence issuing all Certificates of Incorporation of CompanyNames as digitally certified documents in September. This is the 3rd phase of the roll out of the Digital Certification strategy which was launched on 13 April 2016 with the issue of all Mortgage Certificates as digitally certified documents. Digital Certification of Business names went live on 2 August 2016.
These digitally certified documents replace the paper certificates posted out to presenters. They facilitate immediate receipt of certification by the presenter following registration. They are emailed to customers as a pdf document to the email address entered in the “Presenter Details” section of the application form submitted for registration. The pdf
document contains 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
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 have the option of converting to one of the new company types (LTD or DAC) during a transition period which ends on 30 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 after 1 December 2016.
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.
Companies wishing to convert to a Private Limited by Shares Companyunder Part 2 CA 2014 (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 and presenters 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.
* 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.
See CRO Website for more information
INformation Leaflet 31
CRO would encourage companies to file their conversion applications with the CRO by the END OF OCTOBER at the latest, in order to allow time for the conversions to be processed before 30 November.
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.
RFS ANNUAL REPORT 2015
The 2015 Annual Report for the Registrar of Friendly Societies is now available from the website at the following link
RE-REGISTRATION OF COMPANY TYPE
Re-registration is where a company changes from one type to another. Under the Companies Act 2014, it is possible to change from any type to the other eg. Limited to Unlimited, from Private to Public or from limited by shares to limited by guarantee or vice versa.
In re-registrations to another company type, Form D20 must be submitted under section 1285 of the Companies Act 2014. There are additional requirements depending on the type of re-registration being initiated.
Changes, such as from limited to unlimited or from a company without shares to a company with shares, may require the assent of members to the change and the disclosure of ownership. Form D20 is completed regardless of the re-registration type being sought and the new constitution of the company is submitted together with the resolution/court order as the case may be. Please see leaflet 35 for more information.
Specific additional requirements are set out in Section 1297 of the 2014 Act for the re-registration of a company with a share capital to a company limited by guarantee and Section 1299 for the re-registration of a company with a share capital to a DAC limited by guarantee.
All the members must assent to the re-registration of the company to a CLG and sign the Form D6C, or in the case of re-registration to a DAC limited by guarantee the Form D6D, which must be submitted to CRO. In all cases these forms should be accompanied by :
Copy of the company's new constitution
Form D20 - Application to Re-Register,
Form G1 - Copy of the special resolution stating that company be re-registered
Court Order under the relevant section regarding share capital (if applicable)
NO AMOUNT of the share capital of the company can be paid up at the time the company applies to re-register. This is in accordance with Section 1297(3) (a) or Section 1299 (3)(a) of the Companies Act 2014. Section 1297 (3) (b) or 1299 (3)(b) of the Companies Act 2014 provides that the nominal value ofthe share capital cannot exceed the amount of the guarantee for which themembers would be liable. Should either of these conditions not be met then the Company must obtain an Order from the Court before re-registration as a CLG or DAC Limited by Guarantee can proceed. Section 1297(2) (c) or 1299 (2)(c) provides that "unless the position concerning the allotted share capital of the company, at the date of the application for re-registration, is as referred to in subsection (3), the court, on application to it by the company in that behalf, sanctions its reregistration as a company limited by guarantee or as a DAC limited by guarantee and gives directions as to how its company capital is to be treated in the framework of the resultant company”.
FINANCIAL STATEMENTS FILED WITH THE CRO MUST BE PREPARED UNDER THE COMPANIES ACT 2014
All financial statements filed with the CRO must now be prepared in accordance with the Companies Act 2014 whether the financial year end was before or after 1 June 2015. See below further notes on changes introduced in the 2014 Act in
relation to financial statements:
- (1) the format of the abridged financial statements for a small company,
- (2) the definition of a financial year,
- (3) new obligations regarding financial statements introduced in the Companies
(1) SMALL AUDIT EXEMPT COMPANY - ABRIDGED FINANCIAL STATEMENTS
Under Sections 352, 353 & 360, Companies Act 2014, a small audit exemptcompany is required to file the following Financial Statements in respect of financial years ending 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 a sample Abridged Audit Exempt Financial Statements, Appendix 2 for information on the Directors' Report and Appendix 4 for information on the Notes to the Financial Statements. If in doubt, companies are advised to obtain professional advice in relation to the contents of their Financial Statements.
(2) NEW ACT REQUIREMENTS REGARDING 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.
(3) 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 CRO Information Leaflet No.23 - Appendix 2, Directors' Report and Appendix 3, Director's Compliance Statement. If in doubt, companies should obtain professional advice in relation to the contents of their Financial Statements.
DO NOT LEAVE IT TO THE LAST MINUTE TO FILE YOUR ANNUAL RETURN
CHANGES IN CRO's APPROACH TO DISTRICT COURT APPLICATIONS FOR EXTENSION OF TIME TO FILE
Copyright 2023 Public Office Address: Companies Registration Office, Bloom House, Gloucester Place Lower, Dublin 1. Phone: +(353 1) 8045200
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