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CRO Newsletter Issue 142a

COMMENCEMENT OF NEW COMPANIES ACT 2014

The Companies Act 2014 will commence on 1st June 2015. It will replace the Companies Acts 1963-2013. 

Forms to be used AFTER commencement on 1st June are now available

https://www.cro.ie/New-Act-2014/-Forms-and-Leaflets/Form-Comparison

If you are submitting a form BEFORE 1st June 2015 please use current forms under Companies Acts 1063-2013. New 2014 Act forms will not be accepted until on or after June 1st.

Please see link to information leaflets on Companies Act 2014 below

https://www.cro.ie/New-Act-2014/-Forms-and-Leaflets/Leaflets

SOME OF THE MAIN CHANGES IN THE NEW ACT EFFECTING ANNUAL RETURNS AND FINANCIAL STATEMENTS

CHANGES TO ANNUAL RETURN (FORM B1)

Every company is required to complete an Annual Return (B1) each year. There are some changes included in the new B1 form. Please see link below.  Please note this form must NOT be submitted before June 1st.

Old versions of the B1 form submitted electronically (“captured”)  through CORE before 1 June will be accepted by the CRO for up to 28 days after the date of “capture”.

https://www.cro.ie/New-Act-2014/-Forms-and-Leaflets/Form-B1

If your annual return is due to be submitted before 1st June please usecurrent Form B1 under Companies Acts 1963-2013.

https://www.cro.ie/Publications-Forms/Forms-A-to-Form-B29

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.

Fixing of length of financial periods

Under section 288 of the new 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.

Please go to Financial Statements after 1st June for more 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.

The revised Financial Statements or Directors’ Report shall become the company’s statutory Financial Statements or Directors’ Report for the relevant financial year from the date of their approval by the Directors of the company (section 373, CA 2014).

Where a revision(s) is filed with the CRO, the original Financial Statements or Directors’ Report shall continue to remain on the Register (section 376(6), CA 2014).

See Section 8 of CRO Information Leaflet 23.

AUDIT EXEMPTION

Companies will 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 and Group companies will be able to qualify for the audit exemption. There will be a new audit exemption available to Dormant companies

See Section 4 of CRO Information Leaflet 23

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

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 only apply to an annual return that " is to be delivered to the CRO on or after" 1 June 2015 (ie has not been received by the CRO before 1 June).

See Section 1.7.3 of CRO Information Leaflet 23.

https://www.cro.ie/New-Act-2014/Annual-Returns

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