2020 Ezine Newsletter

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CRO Newsletter  - Issue 201 - 4th March 2020

Taking Care of Business

More than 25 State bodies and services will be available to offer free expert advice and information to SMEs, start-ups and entrepreneurs at Taking Care of Business, a free one-stop-shop event taking place on Wednesday, 25th March, in the Printworks Conference Centre, Dublin Castle. The event runs from 8.15 am to 2pm.  Register, free of charge, now at Taking Care of Business.

RFS - Trade Union Cancellations

Please note that the RFS is in the process of cancelling the registration of a number of Trade Unions due to their failure to file annual returns. Unless all returns are submitted together with audited accounts, in order and in accordance with the Trade Union Acts 1871-1990 the unions will be cancelled on 27th March 2020. A copy of the cancellation notice is available from the website page. 

Migration of Participating Securities Act 2019

The Migration of Participating Securities Act 2019 was commenced on 29th January 2020. Form B90 can be completed in relation to section 10 of the Act. Form B90 has a filing fee of €15.  A special resolution can be completed on a G1 form in relation to section 4 of the Act. A special resolution has a filing fee of €15.  

Satisfying a Charge - Top Reasons for C6/C7’s being returned to presenter

CRO get an unusually high number of C6/C7’s forms filled incorrectly/incompletely. Below we have listed the top four reasons why C6/C7’s are returned to the presenter. 

  • The charge number and the date that the charge was created / registered is incorrect or has been left blank. This information can be found on the company print out.
  • The name and address of the charge holder is incorrect / not up-to-date. You can find this information on the C1. If either of these have changed, please file a C17 to reflect these changes.
  • The date that the charge was satisfied is blank. This is a mandatory field.
  • Please ensure C6/C7 is signed, name written in bold capitals and dated correctly on the signature page.

Failing to complete these forms correctly will result in unnecessary delays in satisfying a charge. The information required can be obtained from the CRO website by doing a company search. If you have any queries, please contact the Mortgages Section cro.mortgages@dbei.gov.ie or 01-8045232. https://www.cro.ie/Post-Registration/Company/Mortgages-and-Charges


The UK has left the European Union as of January 31st 2020 but with transitionary provisions in place until 31st December 2020. During this period the UK's trading relationship with the EU will remain the same. The UK will also continue to follow EU rules. During the transition period the UK will remain under the jurisdiction of the European Court of Justice and stay within the single market and the customs union. All EU regulations will continue to apply to the UK, including changes made to these regulations during this period.

However thereafter, if no agreement is in place, 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 euro 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  

Register of Beneficial Ownership (RBO)

The number of companies which had registered their beneficial ownership details with the RBO at the end of February 2020 was 177,000 or 80% of the total due to file, and the number of industrial and provident societies which had registered with the RBO was 572 (59.4%).

Failure to file with the RBO is a prosecutable offence

Under Statutory Instrument 110 of 2019, relevant entities (ie companies and societies) which were live on 22 June 2019, were required to file their beneficial ownership details with the RBO by 22 November 2019. Entities incorporated after 22 June 2019 have five months from date of incorporation to file their beneficial ownership details without being in breach of their statutory duty to file.

Regulation 28 of SI 110/2019 states that a relevant entity which fails to deliver its beneficial ownership details to the RBO before its statutory deadline, commits an offence and shall be liable -
(a) on summary conviction, to a Class A fine (of up to €5,000), or
(b) on conviction on indictment, to a fine not exceeding €500,000.


Filing must be done online at www.rbo.gov.ie and there are no paper forms or filing fees. For more information and FAQs, visit www.rbo.gov.ie and if you cannot find an answer in the FAQs, please e-mail enquiries@rbo.gov.ie.  

Reasons why RBO submissions fail to register

Since the RBO opened, a high number of submissions have failed to register. Under anti-money laundering legislation, the Registrar is required to validate the data entered in the RBO in respect of each beneficial owner. This is done by comparing the data filed with the RBO with data held by the Department of Employment Affairs and Social Protection (DEASP) for that person.

The most common reasons for a submission to fail to register is that either the First Name, Last Name, PPSN and/or Date of Birth registered with the RBO does not match the details held by DEASP.

The most common name mis-matches are:
- maiden name used instead of married name and vice versa,
- middle name used which is not registered with DEASP (middle names are not required in the RBO),
- shortened version or variation of a name, when DEASP has the full/formal version,
- Irish version of a name, when English version is registered with DEASP and vice versa.

If your company or society filed a submission which was rejected by the RBO, please consult FAQ No 14 on the RBO website on the possible causes of the rejection and how to contact DEASP to resolve mis-matches – https://www.rbo.gov.ie/faqs/reasons-for-rbo-beneficial-owners-submission-rejection.html.

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.

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