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CRO Newsletter Issue 146

APPLICATION FOR VOLUNTARY STRIKE-OFF – FORM H15

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),

PLEASE NOTE THAT THE G1H15 MAY NOW BE FILED ELECTRONICALLY FOR FREE.
    
- 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 or CRO website
https://www.cro.ie/Publications/Publications/Information-Leaflets

EIRCODES

Please note Eircode addresses for CRO Offices below:

Public Office Address

Companies Registration Office
Parnell House, 14 Parnell Square
Dublin 1

Eircode: D01 E6W8   

Postal Submissions

Companies Registration Office,
O'Brien Road,
Carlow,

Eircode: R93 E920 

MORTGAGES AND REGISTERING FOR ROS

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
  https://www.cro.ie/Services/Registering-for-ROS
  see www.ros.ie

Also see CRO website at https://www.cro.ie/Services/Registering-for-ROS

• Familiarize yourself with the CRO website, new forms and
  Information leaflet no. 27.

For further details please See Mortgages page.
https://www.cro.ie/Post-Registration/Company/Mortgages-and-Charges

 FOREIGN DISQUALIFICATION

Where any director (where already appointed to a company) is or becomes disqualified in a foreign jurisdiction then Form B74a must be submitted to the CRO. This should be done within 3 months of the commencement of the Act (1st June 2015) for existing company directors who are currently disqualified and did not submit Form B74 notice on appointment.

CONVERSIONS TO NEW COMPANY TYPES

The Companies Act 2014 introduced two new company types that companies currently registered as “Private Limited by Shares” companies may convert to during an 18 month transition period:

- the LTD (Private company limited by shares), and
- the DAC (Designated Activity Company).

LTDs:

- Existing companies cannot avail of the features of the simplified LTD company model without first having their company converted to an LTD. 

- A company may convert to an LTD by submitting Form N1 (free) together with a special resolution and a copy of their new constitution to the CRO, or, if converting under Section 60 of the Act, only an N1 & new constitution is required.

DACs:
- During the transition period, all existing “Private Limited by Shares” companies operate under the rules applying to DACs until they convert. Such companies do not have to change their name during the transition period (see Part 16 of the Act).

- A company can convert to a DAC by submitting Form N2 (free), with copies of the ordinary resolution and new constitution.

Companies should exercise their conversion option as early as possible. No fee is charged for conversion. At the end of the 18 month transition period, companies which have not chosen to convert themselves to either DAC or LTD will, by law, be converted to an LTD by the CRO.

When converting to one of the new company types, 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, not the current list of subscribers/shareholders.

In addition, it is the latest Authorised Share Capital and Share Value, as submitted to the CRO which must be stated on the new Constitution.

Companies converting to the new LTD type do not need to state the Authorised Share Capital, but the current Share Value must be the most up to date value, as filed with the CRO

For further information see CRO Information Leaflet No 23 or the CRO website at

 https://www.cro.ie/New-Act-2014/Need-to-Convert

PRINTING DOWN B1 SIGNATURE PAGES WHEN FILING THROUGH CORE

When filing an annual return through CORE, unless you are signing using ROS signatures, you MUST print down a B1 signature page, sign it and submit it to the CRO (along with financial statements where required). If you do not send a signed signature page to the CRO within 28 days of submitting the e-B1 through CORE, you risk incurring late filing
penalties and losing your audit exemption.

For more information click on https://www.cro.ie/Portals/0/Leaflets/B1online_DL%20v1.6.pdf

NEW OBLIGATIONS REGARDING FINANCIAL STATEMENTS

Under the Commencement Order the following new obligations in Part 6 of the 2014 Act were commenced in respect of financial years beginningon 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 or CRO website
https://www.cro.ie/New-Act-2014/Annual-Returns/Financial-Statements-after-1-June

FIXING OF LENGTH OF FINANCIAL PERIODS

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 ease of administration, CRO would request that presenters file the Form B83 at the same time as the B1 and financial statements in respect of the financial year which is the subject of the end-date alteration.

For further information see Section 3 of CRO Information leaflet No.23 or CRO website

https://www.cro.ie/New-Act-2014/-Forms-and-Leaflets/Leaflets
https://www.cro.ie/New-Act-2014/Annual-Returns/Financial-Statements-after-1-June

COURT ORDER EXTENDING TIME TO FILE AN ANNUAL RETURN

Under Section 343, Companies Act 2014, since 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.

Application to the District Court is made on notice to the Registrar by means of an Affidavit. Should the District Court make an Order extending the time to file an annual return, and the company delivers a fully compliant return to the CRO with the terms of the 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.

For further information see Section 1.7.3 of CRO Information Leaflet 23 or CRO website at
https://www.cro.ie/New-Act-2014/-Forms-and-Leaflets/Leaflets
https://www.cro.ie/Annual-Return/Missed-Deadlines

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 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.

For further information see Section 8 of CRO Information Leaflet 23 or CRO website.

https://www.cro.ie/New-Act-2014/-Forms-and-Leaflets/Leaflets
https://www.cro.ie/New-Act-2014/Annual-Returns/Rectification-of-Financial-Statements

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