2019 Ezine Newsletter

 
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CRO Newsletter 14th January 2019

SECTION 137 - BOND WHERE COMPANY HAS NO EEA-RESIDENT DIRECTOR

The requirement to have at least one EEA resident director from a member State does not apply to any company which for the time being holds a bond, in the prescribed form, in force to the value of €25,000 and which provides that in the event of a failure by the company to pay the whole or part of a fine imposed on the company in respect of an offence under the Companies Act 2014 or under the Taxes Consolidation Act 1997, there shall become payable under the bond a
sum of money for the purpose of same being applied in discharge of the whole or part of the company's liability in respect of any such
fine or penalty.

The bond must have a minimum period of validity of two years, commencing no earlier than the occurrence of the event giving rise to the requirement for the bond. The surety under the bond must be a bank, building society, insurance company or credit institution.

Please see Leaflet 17  

ALTERNATIVE TO BOND - FORM B67 

If, following incorporation, a company applies for and is granted a certificate from the registrar of companies that the company has a real and continuous link with one or more economic activities that are in carried on in the State, that company will be exempted from the requirement to have at least one EEA resident director from the date of the certificate, as long as the certificate remains in force. 

Application for this certificate is made on Form B67, and must be accompanied by a statement from the Revenue Commissioners made within two months of the date of the application by a statement that the Revenue Commissioners have reasonable grounds to believe that the company has such a link.

Please see link to Form B67 

https://www.cro.ie/Registration/Company/Incidental-Obligations/Company-Officers  
 
 
EXEMPTION OF SUFFIX FROM COMPANY NAME - REMINDER
 

This exemption applies only apply to Designated Activity Companies and Companies Limited by Guarantee and only in specific circumstances.

Please note that if a company wishing to avail of the exemption also intends to seek charitable status from Revenue, the main object of the company must be charitable and a specific clause must also be inserted in its memorandum of association Please see Information leaflet 24.

Please see wording agreed with Charities Regulator on model constitutions: https://www.charitiesregulator.ie/en/information-for-charities/guidance-for-charities 
 
 
CENTRAL REGISTER OF BENEFICIAL OWNERS (RBO) 

The Department of Finance has advised that the drafting of legislation to establish a central register of beneficial ownership is at an advanced stage and is expected to be concluded soon. It is intended that these transposing measures will be in place shortly. 
 
This legislation is expected to assign separate legal responsibility to the Registrar of Companies for the establishment and maintenance of the central register of beneficial ownership of companies and industrial and provident societies (I&Ps).

It is envisaged that there will be an extended time-frame for companies and I&Ps to make their beneficial ownership filings which will commence after the anticipated launch of the register.

Queries in relation to beneficial ownership can be sent to: aml@finance.gov.ie  

Statutory Instrument No 560 of 15 November 2016, which required all corporate and legal entities to hold adequate, accurate and current information on their beneficial owner(s) in their own register, can be found at: http://www.irishstatutebook.ie/eli/2016/si/560/made/en/print.

Further information on the RBO can be found at:
https://www.cro.ie/Registration/Company/Incidental-Obligations/Beneficial-Ownership-Register
and a Template setting out the data expected to be required by the RBO is provided:  TEMPLATE OF RBO DATA TO BE HELD BY COMPANIES.pdf  
 

EU Fifth Anti-Money Laundering Directive (5AMLD)

EU Directive 2018/843, the EU's Fifth Anti-Money Laundering Directive (5AMLD), was adopted by the Council of the EU on 14 May 2018 and came into force on 9 July 2018 with an 18 month transposition period. The Department of Finance has advised that it is considering the implications of 5AMLD for the RBO and will provide a further update in the near future.

The full text of 5AMLD can be found at
https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=CELEX:32018L0843&from=EN  and an updated version of 4AMLD, incorporating the changes in 5AMLD, can be found on the CRO website at https://www.cro.ie/Portals/0/Publications/4AMLD%20as%20amended%20by%205AMLD%2025-7-18.pdf

Queries in relation to 5AMLD can be sent to aml@finance.gov.ie  

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