CRO Newsletter - Issue 200 - February 2020

BREXIT: ACT NOW TO PREPARE YOUR BUSINESS 

The Minister for Business, Enterprise and Innovation, Heather Humphreys TD, is urging businesses to prepare now for these changes to protect themselves as far as possible against the challenges posed by Brexit.

The Department has developed a “Brexit Preparedness Checklist” to help businesses identify the steps they need to take now to prepare. The checklist includes a list of supports available to businesses, along with the contact details of the agencies that administer these supports.

Brexit Preparedness Checklist
More recently, the Government also launched ‘Getting your Business Brexit Ready Practical Steps’ booklet. The booklet outlines the following 9 key steps that businesses should consider now to make sure they are best prepared for a no-deal Brexit: Getting your business Brexit ready - Practical Steps

o Review your supply chain and UK market strategy
o Understand the new rules for importing from or exporting to the UK
o Be aware of possible changes to transport and logistics for goods transiting via the UK
o Review all your regulation, licencing and certification requirements
o Review your contracts and your data management
o Manage your cash flow, currency and banking
o Protect and inform your staff
o Take advantage of Government Brexit programmes and supports
o Know more about the impact on your sector

For further information on how Brexit may affect your business, please visit the
Government of Ireland Brexit website at www.gov.ie/brexit  

BREXIT

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 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 

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.
http://www.irishstatutebook.ie/eli/2014/act/38/section/1305/enacted/en/html#sec1305  
http://www.irishstatutebook.ie/eli/2014/act/38/section/1306/enacted/en/html#sec1306  


DISCONTINUATION OF REFUNDS FOR ONLINE FILING OF C1/C1A

The filing fee for a C1/C1A is €40. This is paid online by customer account or credit card. From 1st February 2020, the CRO will no longer refund €40 for rejected/returned C1/C1A’s.

If you have chosen to pay by credit card, payment will be taken immediately and is NON-REFUNDABLE (as we cannot store card details). If you would prefer to pay by customer account, payment will not be deducted from your customer account until the submission is received and processed. If the C1/C1A is incorrectly filed, it will be returned and can be amended by the presenter and resubmitted to CRO, once it is inside the 21-day limit of the date the charge was created. No additional fee is required. 

A charge which is outside the 21 days will be rejected.

If you wish to open an account with the CRO, please see Open a Customer Account Online page.   

CRO Account holders should ensure that there is sufficient money in their account to cover the transaction before submitting their documents.

REGISTER OF BENEFICIAL OWNERSHIP (RBO)

The number of companies which had registered their beneficial ownership details with the RBO at the end of January 2020 was 175,000 or 79% of the total due to file, and the number of industrial and provident societies which had registered was 549 (57%). 
 
FAILURE TO FILE WITH THE RBO IS A PROSECUTABLE OFFENCE

The RBO remains open to accept filings from companies and societies (relevant entities) 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.

Relevant entities which have not already filed with the RBO are advised to do so as a matter of urgency in order to avoid prosecution. Newly incorporated entities are reminded that they must file their beneficial ownership details with the RBO within five months of incorporation. 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 

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 be rejected 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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