2015 Ezine Newsletter


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CRO Newsletter Issue 141

EXTERNAL COMPANIES - PLACE OF BUSINESS

External companies which had registered as a place of business under the previous Companies Acts will be cancelled on the commencement of the new Companies Act 2014. The legislation regarding the place of business in the previous Companies Acts has been repealed and is not catered for in the new Companies Act 2014.

The opportunity exists to register as a Branch in accordance with S.I. No. 395 of 1993, EC(Branch Disclosure) Regulations 1993, where the Place of Business is that of a Limited Liability company. Form F12 must be completed for (Branch EEA) or Form 13 (Branch non-EEA). It is a matter for the existing Place of Business to establish if it is appropriate to register as a Branch

https://www.cro.ie/New-Act-2014/External-companies

COMMENCEMENT OF NEW COMPANIES ACT 2014

The Companies Act 2014 will commence on 1st June 2015. It will replace the Companies Acts 1963-2013. 
NOTHING WILL BE CHANGING BEFORE THEN.

In the meantime the CRO is working to ensure that its website will be updated with content and helpful information regarding the changes in processes that the Act will effect. CRO will also:

- Continue to speak at various company law events hosted by various professional groups who interact with CRO on behalf of companies.

- Continue to issue publications (CRO ezine / tweets)

- Send guidance information directly to every company on the register

- Advertise in the national newspapers regarding the key messages (changeover date from old Forms to new Forms, and the requirements on companies regarding Conversion and Name Change).

https://www.cro.ie/New-Act-2014/Overview

The Companies Act 2014 is now available in print.  It is also available from the Irish Statute Book at

http://www.irishstatutebook.ie/2014/2014.html

EXTENSION OF TIME TO FILE ANNUAL RETURN WILL BE AVAILABLE FROM DISTRICT COURT

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. Further information on this process will be posted on www.cro.ie in due course.

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. 

e-DAY - CRO ENGOUCRAGES ALL CUSTOMERS TO MOVE FROM CHEQUES TO ELECTRONIC METHODS

The National Payments Plan (NPP) seeks to reduce the cost of Ireland’s payment system through the increased use of more cost effective payment methods which will lead to increased competitiveness and efficiency. To this end the NPP launched a campaign to encourage the business community to migrate from cheque usage to electronic payment methods
from ‘e-Day’ - 19 September 2014.

While CRO has continued to accept cheques after 'e-Day', the Office is planning to phase out handling cheques and other paper forms of payment entirely from 2016 on.

In order to prepare for the ending of cheque acceptance by the CRO in 2016, the Office requests all customers to begin the process of moving away from cheque usage to payment by electronic means as soon as possible by:

(a) familiarising yourselves with CRO’s electronic methods of payment (Credit/ Debit cards, Customer Accounts etc),
see https://www.cro.ie/Publications/Fees/Payment-Methods, and

(b) making whatever changes in procedures are necessary within your firm/company to allow you to discontinue using cheques and other paper forms of payment from 2016.

https://www.cro.ie/About-CRO/Whats-New/E-Day-Sept-19th 

E-FILING OF C1 - NEW COMPANIES BILL - NEW PRIORITY SYSTEM 

The Companies Act 2014 will introduce a new two-way procedure in which a charge can be registered. These processes replace the Companies Acts 1963-2013. The Commencement Date of the Companies Act 2014 is expected to be June 1st 2015.

Presenters: Prepare to secure the earliest possible priority for your Client's Mortgage

Are you ready for electronic filing of C1As/C1Bs?

Are you aware that you can now file C1's electronically?

Familiarity with electronic filing should be a priority for you as a Presenter of Mortgages.

Priority of charges, as and from the commencement of the New Companies Act in June 2015 e-filing of charges will be linked to the date of receipt by CRO of the particulars of the charge. After commencement, the date of creation of the deed of charge will no longer determine its priority. Consideration is being given under the Companies Act 2014 to the introduction of mandatory efiling of charges.

Currently CRO offers an efiling option for filing of a C1 (Particulars of a Charge created by a company incorporated in the State) using CORE. This simplifies the completion and presentation of the C1. Registration is completed following receipt of the paper signature page. Adoption of this efiling procedure now will ensure your familiarity with the process. This will be of great benefit to you in preparing for the new Priority regime.

To efile a CI go to WWW.CORE.IE.

NEW TWO STAGE PROCEDURE

The Companies Act 2014 will introduce a new two-stage procedure, whereby filing of Form C1A (notice of intention to create a charge), followed within 21 days by Form C1B (confirming the creation of the charge) will secure priority from date of filing of C1A. C1 form will still exist - the one-stage option remains available under the legislation - but in order to secure the earliest possible priority, the C1A and C1B are likely to become the preferred option. It is likely that efiling of these forms will be mandated under the legislation. The option of signing with a ROS certificate will be made available.

The quickest way to sign C1A/B/C1 is using ROS certificate – filing is then completed immediately and priority date secured.

If a signature page is used, the priority date will be the date of receipt of the manually filed signature page.

Full efiling of these forms, by using ROS certificate to sign electronically, will secure earliest priority date. The more familiar
you are with online filing the better equipped and prepared you will be to fully take advantage of any new efiling system.

What you should do 
There are two things you should do at this stage:

1. Make use of the current efiling facility at WWW.CORE.IE

2. Obtain a ROS certificate from Revenue

Link to Revenue website 

http://www.revenue.ie/en/online/ros/index.html

 
 

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