CRO Newsletter 12th June 2019 - Issue 192
Annual Report 2018
The 2018 Annual Report for the Companies Registration Office is now available from the website on the Corporate Publications page.
The CRO are in the process of a digital transformation of all the registers under its remit.
Phase 1 with the Registry of Friendly Societies is complete. We are now moving to digitalising the Limited Partnerships Register.
While the applications will remain paper based for the time being, it will be possible or order copies of documents online. Unfortunately, for a short period until the other registers are complete it will not be possible to pay for Limited Partnership applications (LP1, LP2, LP3, LP4, P1) using CRO customer account.
These documents should be paid for by cheque. We apologise for any inconvenience caused and will update customers as soon as possible regarding other payment methods.
Introducing 14-day limit on returning post incorporation forms
With effect from the 1st June 2019, the Registrar of Companies has decided to utilise powers under section 898 of the Companies Act 2014, to introduce a 14 day limit on returning certain post incorporation forms to the CRO that have been sent back to the presenter for amendment. If the amended documents are not returned within that 14 day limit they will be deemed to have never been received.
This applies to forms such as those related to Ordinary and Special Resolutions, Amendments to Constitutions, Allotment of Shares, Changes to Share Capital, and Summary Approval Procedures.
Summary Approval Procedure (SAP 203, 204, 205, 206, & E1 SAP)
The CRO would like to draw to the attention of those filing documents, the requirement for full presenter details to be provided on documents filed with the CRO in relation to Summary Approval Procedures (SAPs). Some SAP declarations and authorising special resolutions filed with the CRO have been found to have no presenter’s details stated. This can cause a delay in the return of these documents where amendments are required to be made. Therefore, please ensure that full
presenter details are stated on the documents.
Following the enactment of the Withdrawal of the United Kingdom from the European Union (Consequential Provisions) Act 2019, and in particular with reference to section 98 thereof, for the purposes of Irish Company Law, the United Kingdom will continue to be a member state of the European Union, including the European Economic Area (“EEA”), for the period that a Withdrawal Agreement is in place between the United Kingdom and the European Union, by virtue of Article 50 of the Treaty on European Union.
Examples of sections of the Companies Acts which may be affected by this provision are:
- Section 137 Companies Act 2014 – requirement that one director be resident in the EEA;
- Section 357 Companies Act 2014 – exemption from filing in respect of an Irish subsidiary of an EEA parent company;
- Section 299 Companies Act 2014 – exemption from preparation of group financial statements for an Irish intermediate parent, itself a subsidiary of an EEA parent.
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.
PREPARE FOR BREXIT
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 weeks 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. See Department website.