2015 Ezine Newsletter

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Ezine Newsletter Issue 145 - 10th July 2015


Forms C1, C1A and C1B and F8, F8A and F8B must now be filed electronically using a ROS signature. There is no facility to file these forms manually.

The form is not filed until the last ROS signature is applied using a ROS cert. Please be aware of the statutory timelines in
this regard. The content of these forms should be checked thoroughly as if they are incomplete or incorrect they will be rejected.

The ROS cert or sub-cert must be in the name of the individual signing the form. Two separate individuals are required to sign, one on behalf of the company, and another on behalf of the charge holder. In this regard, please ensure that they are both carefully entered in the Form/s as signatories. Please note that the full name must be stated and not a shortened version (e.g. first name, initial or surname).

To file charges under the Companies Act 2014:-

  • Log on and register at www.core.ie
  • Obtain a ROS certificate or sub certificate from Revenue - See Registering for ROS page and see www.ros.ie  
  • Familiarize yourself with the CRO website, new forms and Information leaflet no. 27.

For further details please See Mortgages page


The Companies Act 2014 commenced on 1st June 2015. It replaced the Companies Acts 1963-2013.

The Act introduces two new company models that existing companies can convert to, during an 18 month transition period, one of which (the LTD company) is a much simplified company type.

All 160,000 existing Private Limited by Shares Companies currently on the register operate under the rules applying to DAC's until they convert. See Part 16 of the Act. At the end of the transition period, such companies which have not chosen to convert themselves to either DAC or LTD, will be converted to an LTD Company by law. This affects approximately 85% of Irish registered companies. Link to Conversions.

Please note: A list of subscribers must be attached to the new Constitution. This list must be the Original Subscribers List
as submitted to the CRO on incorporation. 
The two options are:

- Copy of subscriber list (including signature and witness signature part) or 
- Reconstructed list of original subscribers as set out in original M&A with fresh signatures of these subscribers.

For conversion to Private Company Limited by Shares: 
The Share Capital in the Constitution should reflect the current Share Capital of the Company, or state the current value of each Share.  Submissions for conversions (N1 and N2 forms) should be posted to the following address:

The Companies Registration Office, O'Brien Road, Carlow. 

The New forms must now be used. Old forms are no longer be accepted by the CRO.

Electronic B1 forms: The new B1 form is now available to file electronically through CORE. 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. 

Part 4 of the Friendly Societies and Industrial and Provident Societies (Miscellaneous Provisions) Act 2014 has been commenced as of 1st July 2015. SI. 269 of 2015 refers to the application of examinership legislation to Industrial and Provident Societies. http://www.irishstatutebook.ie/2014/en/act/pub/0019/index.html 

The Rules of the Superior Court have set out forms for use with liquidations. SI 255 of 2015. http://www.irishstatutebook.ie/2015/statutory.html

Under the new Rules, an order to wind up a company will be sent to the Registrar of Companies by the Registrar of the Court. Form E4 (forms 39 & 40) require a statutory declaration and this has been added to the version on the website.

The form E1 - declaration of solvency for use with section 580 has also be prescribed. It requires that a statutory declaration be completed. Form E1(41) can be completed for this purpose. Where a declaration of solvency is made under the Summary Approval Procedure - section 207/208 - a statutory declaration is not required. Form E1 - SAP can be completed for this purpose. 

Under Section 343, Companies Act 2014, with effect from 1 June 2015 applications for an extension of time to file an
annual return may be made to either the High Court or to the District Court. The Court may make an Order extending the time in which the company may deliver its annual return to the Registrar of Companies. Only one such Order may be made in respect of a particular year.

Application to the District Court is made on notice to the Registrar by means of an Affidavit. The time which will be
extended is the 28 days after the ARD provided for in sections 343(2) and 343(3), CA 2014. The company must file
the Order with the CRO usually within 28 days of the Order being made. If the company files the annual return within
the extra time specified by the Court Order, the documents will be deemed by the CRO to have been received on time and
the consequences of late filing (late filing penalties/loss of audit exemption) will not apply to that annual return.

Please note that companies must have legal representation when making an application to Court. See Missed Deadlines page.

Under the Commencement Order the following new obligations in Part 6 of the 2014 Act were commenced in respect of financial years beginning 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.

Under section 288, 2014 Companies 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. 

A company may, by filing a form B83 (filing fee: €15) with the Registrar, apply to alter its current or its previous financial year end date by not more than six months, which will then become its financial year end date for the future. Such an application may only be made once in every five years unless the company is exempted by section 288(10), Companies Act 2014. For further information see Section 3 of CRO Information leaflet No.23 


A new provision in the 2014 Act is that if the company becomes aware of an error in the Financial Statements or Directors’
Report, 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, filing fee: €15.

Where a revision is filed with the CRO, section 376(6), CA 2014, requires that the original Financial Statements or Directors’ Report shall continue to remain on the Register. A revision to the Form B1 may be made using the Form B1B,
filing fee: €15.  For further information see Section 8 of CRO Information Leaflet 23. 


Companies now 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 companies and companies which are part of a small Group may now claim the small company audit exemption and there is also an audit exemption available to Dormant companies irrespective of size. All
audit exemptions are conditional on the company filing their annual return on time in the current year and in the previous year.

For further information, see Sections 4 and 9 of CRO Information Leaflet 23

Under Section 731, Companies Act 2014, a Form H15 (filing fee €15) must now be signed by ALL the directors of the company and must be accompanied by the following:

  • a special resolution (dated not more than 3 months prior to the date of the application) on a Form G1H15 (filing fee: €15),
  • a letter of no objection from the Revenue Commissioners (dated not more than 3 months prior to the date of the application), and
  • the original page from the newspaper on which the strike-off was advertised (dated not more than 30 days prior
    to the application). 

You are advised to apply for the Revenue letter of no objection in good time and not to place the newspaper advertisement until you have received the letter from Revenue.  For further information see Section 1.2 of CRO Information Leaflet 28

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