Christmas/New Year - Public counter opening hours
Because of the disruption caused to services over the holiday period, where the deadline for filing falls between Tuesday 24th December 2019 and Thursday, 2nd January 2020, (both dates inclusive), annual returns will be treated as received on time if submitted electronically by midnight on Thursday, 2nd January 2020.
Over many years the CRO has issued credit notes to customers in place of cash refunds. Following legal advice received by CRO, and as part of CRO`s intention to move to a full e-payments based system for all monies charged and received from customers, it is the CRO`s intention to phase out the acceptance of historic credit notes. This will commence on 1st January 2020 and be implemented on a rolling six-year basis.
Thus, all credit notes issued by CRO dated prior to 1st January 2014 will not be honoured as payment from customers for either charges for services or customer account receipts, from that date.
Christmas 2019 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.
Over the Christmas period the CRO experiences a high level of C1/C1A submissions. With this in mind, it is in your interest to file early to guarantee registration within the 21 day deadline.
Please be aware that C1/C1A submissions filed close to the deadline over this busy time may not be processed within the 21 day rule due to office closures and staffing levels.
Director acting in dual capacity reminder
A single director company cannot satisfy certain requirements of the Companies Act by the signature of the sole director in a dual capacity as both director and secretary. Section 134 Companies Act 2014 prohibits this.
Section 134 of the 2014 Act provides
“A provision of—
(a) this Act;
(b) an instrument under it; or
(c) a company’s constitution,
requiring or authorising a thing to be done by or to a director and the secretary shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, the secretary”. (Emphasis added)
The Companies Act 2014 introduced the concept of single director companies. (Private limited by shares companies registered under Part 2 of the Companies Act 2014 can be single director companies (LTD companies). These companies are still required to have a separate company secretary. The company secretary must be someone other than the existing sole director. If the sole director appoints a separate company to act as its secretary, the sole director in question might also be a director of that secretarial company.
However, he/she cannot sign documents for the first company as secretary where a document requires the signatures of both the director and secretary i.e. a person cannot sign both as director and as, or in place of, the secretary on the same form. Please note, that section 134 of the Companies Act which provides this rule also applies to companies with two or more directors. Companies have the capacity to appoint a registered person under section 39 Companies Act 2014 to act on behalf of the company (form B46).
Notable forms which require the signatures of both the director and the secretary include:
Form A1 – the company incorporation document and
Form B1 – the annual return.
Two different people have to sign off on the forms. Equally and as already pointed out above, this would apply to companies with two directors signing off on the form B1. The one individual as director cannot sign the same form as both secretary and director. The second director is required to sign as well.
If a form A1 or B1 is received (or any other prescribed form that requires the signatures of both a director and the secretary for certification) and the same individual signs as both director and secretary, this form will be rejected and returned to the presenter.
REGISTER OF BENEFICIAL OWNERSHIP (RBO)
The number of companies which had registered their beneficial ownership details with the RBO at the end of November was 160,000 or 70% of the total, and the number of industrial and provident societies which had registered was 450 (47%).
The Registrar would like to thank those companies and societies who registered their beneficial ownership details with the RBO before the filing deadline.
As over 150,000 submissions were received in recent weeks, there is a significant number of submissions still being processed.
If you company/society filed a submission and
(a) you are awaiting an e-mail to say whether your submission has been registered or rejected, or
(b) a data subject is awaiting receipt of a rejection letter, or
(c) you have filed a BEN2 and are awaiting an RBO number,
please be aware that it may take a number of weeks to process these submissions and the Registrar would appreciate your patience as the RBO Team work through these backlogs.
If your company filed a submission which was rejected by the RBO, please consult FAQ No 14 on the RBO website.
Please note that where a submission is rejected, due to data protection regulations, the RBO can only correspond with the owner of the personal data (ie the beneficial owner). In that case, the relevant beneficial owner will be written to by the RBO as soon as possible after the rejection occurs.
If you filed or attempted to file with the RBO before the filing deadline, this has been recorded on the RBO and noted by the Registrar.
THE RBO IS STILL OPEN TO ACCEPT FILINGS
The Register of Beneficial Ownership (RBO) remains open to accept filings from companies and societies which have not yet filed their beneficial ownership details.
If a relevant entity does not file with the RBO, it may be guilty of an offence and be liable on summary conviction to a Class A fine of up to €5,000 and on conviction on indictment to a fine of up to €500,000.
Companies and societies which have not already filed with the RBO are advised to do so as a matter of urgency in order to avoid prosecution.
Filing must be done online at www.rbo.gov.ie and there are no paper forms or filing fees.
Before making a submission for a beneficial owner, the presenter should ensure that they are using the same First Name, Last Name, PPSN and Date of Birth that are registered with the Department of Employment Affairs and Social Protection (DEASP) for that person.
For more information and FAQs, visit www.rbo.gov.ie.
Copyright 2023 Public Office Address: Companies Registration Office, Bloom House, Gloucester Place Lower, Dublin 1. Phone: +(353 1) 8045200
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