CRO Newsletter Issue 150
CHRISTMAS/NEW YEAR - PUBLIC COUNTER OPENING HOURS
Thursday 24th December 2015 9.30am to 12 noon
Friday 25th December 2015 Closed
Monday 28th December 2015 Closed
Tuesday 29th December 2015 9.30am to 1pm and 2.15pm to 4.30pm
Wednesday 30th December 2015 9.30am to 1pm and 2.15pm to 4.30pm
Thursday 31st December 2015 9.30 to 1pm and 2.15 to 4.30pm
Friday 1st January 2016 Closed
Monday 4th January 2016 Normal hours resume
The fast track restoration facility will be available as normal from 10.30am and 12 noon on the 29th, 30th and 31st December.
Because of the disruption caused to services over the holiday period, annual returns, where the deadline for filing falls between Thursday 24 December 2015, and Sunday, 3 January 2016, will be treated as received on time if filed by close of business on Monday, 4 January 2016.
The Registrar and Staff of the CRO wish all our clients a Happy Christmas and Prosperous New Year.
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
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:-
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.
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
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