2019 Ezine Newsletter

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CRO Newsletter 4th February 2019


The Department of Business, Enterprise and Innovation is reviewing the Limited Partnerships Act 1907. As part of the review process, the Department is seeking submissions from interested parties. The deadline for submissions is close of business on Friday, 1 March 2019


Government Departments, enterprise agencies and regulatory bodies have a range of supports covering advice, finance and upskilling to help your business navigate its way through Brexit. With just months to go to the UK withdrawal from the European Union, understanding the potential implications is a key first step in developing your Brexit contingency plan.  This website has a number of links to advice regarding the change and also links to financial supports available, information on Upskilling and information for the retail sector.


What happens if the UK leaves the European Union without a deal in place?

If the UK leaves the European Union without any deal in place, companies which have only UK resident directors will be required to comply with section 137 Companies Act 2014.  This is the requirement to have an EEA-resident director.
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.

I have an UK external company branch registered with the CRO. Do I have to re-register?
No. If the UK leaves the European Union without any deal in place, the external company will now be subject to filing annual returns with the CRO under the non-EEA country legislation however. Section 1304 Companies Act 2014 applies in relation to the submission of any changes in the company’s information. Sections 1305/1306 Companies Act 2014 applies with regards to the annual returns.


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 requires all corporate and legal entities to hold adequate, accurate and current information on their beneficial owner(s) in their own register. Further information on the RBO can be found at: Beneficial Ownership and a Template setting out the data expected to be required by the RBO is provided.

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 the following webpage and please see an updated version of 4AMLD, incorporating the changes in 5AMLD. Queries in relation to 5AMLD can be sent to aml@finance.gov.ie  


For the first time Registry of Friendly Societies (RFS) customers will be able to access an online portal to manage filings.

  • Create a new entity online
  • Avail of reduced fees for electronic filings
  • File an annual return online
  • Order documents online
  • File amendments online including partial and full rule amendments
  • Get reminders about filings
  • Make online payments for filings


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