2015 Ezine Newsletter


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CRO Newsletter Issue 143

COMMENCEMENT OF NEW COMPANIES ACT 2014

The Companies Act 2014 will commence on 1st June 2015. The Commencement Order has been signed by the Minister to this effect. It will replace the Companies Acts 1963-2013.

Forms to be used AFTER commencement on 1st June are now available on the
wwww.cro.ie

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 forms will not be accepted until June 1st.

FILING OF OLD AND NEW FORMS WITH THE CRO

The Companies Act 2014 will commence on 1 June 2015. There are changes to almost every CRO form and some new forms will be introduced. The new 2014 Companies Act forms can be found on the CRO website at
https://www.cro.ie/New-Act-2014/.

The date on which a form is signed determines whether an old or new form should be used (see also notes below on the electronic B1 form and forms for Incorporations, Change of Name and Re-registrations), viz:

  - Old forms must be used up to 31 May and must be dated prior to 1 June.
     Old versions of forms will not be accepted by the CRO after 1 June.

- New forms must be filed after 1 June and must be dated after 1 June.
New versions of forms will not be accepted by the CRO before 1 June.

C1 Forms completed under the Companies Acts 1963-2013 may be filed in respect of charges created before I June 2015 where the time allowed for registration of the charge has not expired. These charges are defined in Section 419 (2) of the Companies Act 2014. Section 420 of this Act provides for the transitional provisions in relation to priority of charges.

Electronic B1 forms

The new B1 form will be available to file electronically through CORE from 1 June. 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.

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

Incorporations, Change of Name and Re-registrations:

The deadlines for applying for Incorporations, Change of Name and Re-registrations under the 1963 to 2013 Acts were set out in an interim e-Zine on 7 May

https://www.cro.ie/Publications/Publications/Newsletter/2015-Newsletters/ArtMID/1418/ArticleID/900/2015-05-07-interim-ezine-142b

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/

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

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.

VOLUNTARY STRIKE-OFF H15

A Form H15 (Application for Voluntary Strike-Off) must now be signed by all the directors. It must be accompanied by a special resolution (dated not more than 3 months prior to the date of the application) on a Form G1H15. A letter of no objection from the Revenue Commissioners dated not more than 3 months prior to the date of the application and the entire Newspaper page (original) on which the strike-off was advertised not more than 30 days prior to the application must also accompany the application. Please apply for the Revenue letter of no objection in sufficient time.

See Section 1.2 of CRO Information Leaflet 28.

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