2016 Ezine Newsletter

Email Newsletter
The CRO newsletter facility allows subscribers to receive regular news updates from the office by email. These emails are delivered in text format:

1. CRO E-Zine
This is an electronic bulletin published once a month. It informs all subscribers of the current developments within the Office and also notifies subscribers of future events.

2. Interim Messages
The email newsletter service is effectively split in two (though only one subscriber list is used). Every subscriber receives delivery of the CRO E-Zine once every month. In the interim subscribers may receive further updates if necessary from the Office (urgent or time sensitive messages).

DELAY / NON-DELIVERY OF DOCUMENTS POSTED TO THE CRO

CRO receives regular requests from companies to treat annual returns lost or delayed in the post as received on time.

Section 343(2), Companies Act 2014, places the responsibility on the company itself for ensuring prompt delivery of annual returns to the Registrar.  Therefore, where a document is delivered to the CRO after its filing deadline as a result of being lost or delayed in the postal system, the law leaves the CRO with no option but to treat it as being late.

The only circumstance where CRO will consider making an exception to this rule is where the company has sent the document using a time guaranteed service on a date which, under the guarantee, should have resulted in on-time delivery to the CRO and where the service provides proof of delivery or tracks the document to its destination. In such circumstances, CRO will require independent documentary evidence of the date of despatch of the document and
proof of delivery.

There are a number of service providers offering this type of time guaranteed delivery service. For example, An Post has confirmed to CRO that EXPRESS POST offers a guaranteed next day delivery service
with tracking facilities within the State.

However, An Post makes it clear that REGISTERED POST DOES NOT GUARANTEE NEXT DAY DELIVERY. Therefore, if a document is sent to the CRO by Registered Post and is delivered after the filing deadline, CRO has no option but to treat it as being late.

If a company finds itself in this situation, it can apply to the District Court for extra time to file its annual return under
Section 343(5), Companies Act 2014. 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 may be delivered to the Registrar. Where the Court makes such an Order, and the company delivers the annual return to the CRO in accordance with the Order, that annual return 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.

For further information on the District Court process, see CRO
Information Leaflet No.39 or CRO website:

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

CERTIFICATION OF FINANCIAL STATEMENTS ON B1 FORM

When certifying the Financial Statements on the B1 form, the Act(s) quoted in the Certification that you tick, must match the Act(s) that the Financial Statements attached to the B1 form were prepared under. If the financial year ended on or after 1 June 2015, the Financial Statements must be prepared and filed under the CompaniesAct 2014.

SMALL AUDIT EXEMPT COMPANY - ABRIDGED FINANCIAL STATEMENTS

Under Sections 352 & 360, Companies Act 2014, a small audit exempt company is required to file the following Financial Statements in respect of financial years commencing on or after 1 June 2015:

  •  Extract from Director’s report in accordance with section 329 of the Companies Act 2014
  •  Balance Sheet
  •  Notes to the Financial Statements

See Appendix 1 to CRO Information Leaflet No 23 for sample Abridged Audit Exempt Financial Statements.

NEW OBLIGATIONS REGARDING FINANCIAL STATEMENTS

The following new obligations in Part 6 of the 2014 Act apply to financial years commencing 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 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, Companies Act 2014, 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 with the Registrar (filing fee: €15), apply to alter (ie shorten or lengthen) 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. The Form B83 is to be used to alter an existing financial year end and is generally not required prior to filing the first set of Financial Statements (which can be for a financial year of up to 18 months). 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

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

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

 

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