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CRO Newsletter Issue 149

EXTENSION OF TIME TO FILE ANNUAL RETURN - INFORMATION LEAFLET NO. 39

Under section 343 of the Companies Act 2014, with effect from June 1st 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, if it is satisfied that it would be just to do so, make an Order extending the time in which the annual return of the company, in relation to a particular year, may be delivered to the Registrar of Companies.

Please see Information leaflet no.39 for more information.

https://www.cro.ie/Publications/Publications/Information-Leaflets
https://www.cro.ie/Annual-Return/Missed-Deadlines

FULLY E-FILING OF FINANCIAL STATEMENTS NOW AVAILABLE

Fully electronic filing of an annual return is now possible through CORE – www.core.ie and other private software packages:

- The B1 can be submitted on-line, documents signed and certified by means of ROS certificates and payment can be made by Customer Account or by credit card,

- Financial Statements can be uploaded as a pdf attachment by
clicking in your Workspace. 

This removes the risk associated with posting documents as the e-filed documents will be listed for processing in the CRO as soon as the Financial Statements accounts are uploaded. It also saves on

or

view a Youtube video on how to file a B1 on CORE at https://www.youtube.com/c/croirl

CHRISTMAS 2015 DEADLINES - NEW COMPANIES

FOR INCORPORATIONS, CHANGE OF NAME RE-REGISTRATIONS AND COMPANY NAME RESERVATIONS

The CRO cannot guarantee that submissions received after the dates set out below will be processed before the Christmas break.

ORDINARY SCHEME          3 DECEMBER 2015
Fé PHRAINN SCHEME        8 DECEMBER 2015
A1 ON LINE SCHEME        15 DECEMBER 2015
CHANGE OF NAME             8 DECEMBER 2015
REREGISTRATIONS           8 DECEMBER 2015
COMPANY NAME              18 DECEMBER 2015
RESERVATIONS

CHECKING STATUS OF ANNUAL RETURNS DURING NOVEMBER/DECEMBER

The CRO has put in place a number of methods by which customers can monitor the status of annual return filings (both on-line and paper) using CORE and the CRO website.

Customers are asked where possible to use these methods to monitor the status of filings and to only contact CRO if the status of a submission does not appear as "received" after 15 working days of being posted or delivered to CRO.

1. To monitor the progress of documents using CORE, company officers should:

Register on CORE - https://core.cro.ie/Main/index.jsp ,

Apply to be approved as a presenter by going into "My Requests" and "Add".

Once approved, go into "Add Watched Companies".

This will allow you to check the status of submissions posted, whether filed on-line or on paper for each company added to your watch list.

If you are watching a company in CORE, an event will appear in "My Events" each time the status of a document changes (eg when "received" onto the CRO registry system).

For all electronically filed documents, an e-mail receipt is sentto the CORE registered user (i.e. the presenter) as soon as the document is recorded on CRO’s registry system.

2. On the CRO website, in the "WHAT'S NEW" section there is a daily update advising of the date of receipt of annual returns being processed on that day.

Customers should, where at all possible, avoid contacting CRO about documents delivered after the processing date given on the website as they have not yet been reached by the processing team. This will allow CRO to continue to dedicate resources to the processing of submissions.

3. Also on the CRO website, presenters can look up details of a company in the COMPANY SEARCH facility - if the company's NARD has moved on to 2016, it means their 2015 annual return has been received and you can view the list of submissions and their status for free.

Please note that all documents are date stamped with their date of delivery in the CRO. If the document is fully compliant, or is corrected and re-submitted within 14 days, the original date of delivery will be recorded as the "received date" when the document is entered onto the Register. 

 DELIVERING DOCUMENTS TO CRO DURING THE PEAK
 
If posting an annual return to the CRO it should be sent to CRO, O’Brien Road, Carlow.  The 2014 Companies Act places the responsibility on the company itself for on-time DELIVERY of its annual return to the CRO.
Therefore, if you are sending documents to the CRO close to your filing deadline, CRO advises you to use a form of time guaranteed delivery service which provides proof of delivery. There are a number of providers offering this service (eg An Post's Express Post service).

Alternatively, presenters can hand deliver to the CRO's Public Office at 14 Parnell Square where you will be provided with a receipt for your documents.

The Public Office is open from 9.30am to 4.30pm. Personal callers are reminded that the queues in the Public Office can be shorter in the morning time and should consider lodging documents as early as possible to ensure they can be checked and receipts issued on the day.

NB: DO NOT LEAVE IT TO THE LAST MINUTE TO DELIVER YOUR 2015 ANNUAL RETURN. IF A RETURN IS DELIVERED LATE, THE CRO HAS NO DISCRETION IN RELATION TO THE APPLICATION OF PENALTIES AND LOSS OF AUDIT EXEMPTION.

For more information, click on
https://www.cro.ie/Annual-Return/Missed-Deadlines

SOME TIPS TO ENSURE THE ANNUAL RETURN IS FILED CORRECTLY

1. If you have submitted a B1 form on CORE, unless using ROS signatures, you must print down and sign the signature page and deliver the signature page and financial statements (where applicable) to the CRO within 28 days of submitting the document on CORE.

2. On the B1 form, when certifying the Financial Statements (see Page 5 of paper form), the Act(s) quoted in the Certification box you tick,must match the Act(s) that the financial statements attached to the B1
form are prepared under.

3. Please note that the optimal web browser to use when accessing the CORE and ROS systems is "Mozilla Firefox",

4. For best results when using CORE, make sure "enable pop-ups" is turned on in your web browser.

ANNUAL RETURNS FILED IN 2015 FOR 2016

The Companies Act 2014 does not prevent a company from filing an annual return in 2015 where the ARD date is in 2016. However, currently CRO can only process such a filing if it made using a PAPER B1 form. This annual return should be addressed to the Manager, Annual Returns Section, CRO, O'Brien Road, Carlow and the envelope clearly marked "2016 Annual Return".

MORTGAGES AND REGISTERING FOR ROS  - REPEAT

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

CONVERSION TO NEW COMPANY TYPE - CERTIFICATION OF RESOLUTIONS

Under the 2014 Companies Act, 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.

Where a special resolution contains a number of decisions, CRO requires the resolution confirming the shareholders’ consent to the conversion to LTD to be extracted and filed with the N1 form, and that extract must be certified by a director or secretary as a true copy of the original.

See sections 191-198, Companies Act 2014 and SI No 39/2002 – section 23(1), Companies Act 1990 (Form and Content of Documents Delivered to the Registrar) Regulations 2002.

For further information see CRO Information Leaflet No 31 or the CRO website at https://www.cro.ie/New-Act-2014/Need-to-Convert

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