February 2023 - Komsec Limited

Virtual Annual General Meetings still allowed in 2023

Posted in Category(ies): Meetings

The Companies (Miscellaneous Provisions) (Covid-19) Act came into being during the Pandemic when restrictions on travel within Ireland, flights into Ireland and inability to attend public gatherings led to fairly substantial practical problems for many companies. The implementation of the Act resolved some of those problems not least being the ability for a company to convene its Annual General Meeting virtually.

In December 2022 the Government announced the extension of some parts of the Act to the end of this year (31.12.2023). In particular, certain company meetings (including Annual General Meetings) can still be held virtually. This will be welcome news to many companies who prefer this format although there is nothing to stop a company holding a physical meeting if they wish to do so.

Posted on 14 February 202317 July 2024 by | Kathryn-Maybury

The Charities (Amendment) Bill 2022

Posted in Category(ies): Charities

Company Secretarial Services | Corporate Governance | Compliance Tel: +353 (0) 505 34101 Email: vgeraghty@komsec.ie

The Charities (Amendment) Bill 2022 was published by The Minister for Rural and Community Development, Heather Humphries on 29 April 2022. The purpose of the Bill is “to provide for a number of amendments to the Charities Act 2009. The proposed amendments aim to improve the ability of the Charities Regulator to conduct its statutory functions, ensuring more proportionate regulation leading to greater public trust and confidence in the charities sector.” The Bill is expected to be enacted later this year.

Some of the provisions include the following;

Establish the promotion of human rights as a charitable purpose.
Increase the threshold for filing of a full set of Financial Statements from a maximum gross income or expenditure of €100,000 to €250,000 (aligning with the Companies Act 2014).
The accounting standard “Charities Statement of Recommended Practices (SORP)” will be compulsory. An exemption will be permitted for charities with a turnover of less than €250,000.
Definition of charities trustee to be amended to exclude Company Secretaries (who hold no other office in the charity).
Introduction of new statutory fiduciary duties for trustees to act in good faith, avoid conflicts of interest and exercise an objective standard of care, skill and diligence when advancing the charitable purpose of the charity, mirroring similar duties of Directors under the Companies Act 2014.
New Definition of the term “Member”. This change extends the requirement to maintain a Register of Members to unincorporated associations.

Click here for full text of the Charities (Amendment) Bill 2022

Posted on 14 February 202317 July 2024 by | Van-Geraghty

Director Fiduciary Duties – common sense?

Posted in Category(ies): Directors

The phrase “Fiduciary Duties of a Director” is used so often but I still meet some Directors who feel inhibited to ask just what does the phrase mean.

Fiduciary Duties are set out in the Companies Act 2014 and are intended to help a Director comply with his/her duties as a Director.

Duty to disclose any interest Director may have in contracts made by the company.
Act in good faith in interests of the company.
Act in accordance with the Company’s Constitution. Although not stated in the Companies Act 2014 a Director would also have to act in accordance with Shareholder’s Agreement if applicable.
Only act in accordance with the law.
Do not use the company’s property, information or opportunities for his/her own benefit or that of anyone else without specific approval as set out in the Act.
Cannot restrict a Director’s power to exercise his/her independent judgement without specific approval or permission as set out in the Act.
Avoid conflict between the Director’s duties to the company and his/her own personal interests.
Exercise care, skill and diligence.
Have regard for the interests of its employees in general and the interests of the members.

Fiduciary Duties may sound onerous but, they are a key resource in helping us as Directors to focus on our duties and responsibilities to act in the best interests of the company, its members and employees. For me, Fiduciary Duties are just common sense and should help all Directors to manage an effective and progressive company.

Posted on 11 February 202317 July 2024 by | Kathryn-Maybury

Annual Return time is around the corner..

Posted in Category(ies): Annual Returns

Check status of your company’s filing in the Companies Registration Office is correct
Check if any of the directors have changed their personal details. The two most common changes are where directors have changed home address or their list of directorships are not current.
When a director moves home address a statutory form must be filed noting the new address and effective date of change.
The list of directorships should include all directorships held worldwide, past and present, within past 5 years.
Have the Financial Statements ready for filing.
Confirm the designated signatories for the Annual Return will be available to sign when required, i.e. a specific named Director and the Company Secretary.
The Annual Return should include the PPSN of each Director.
Where a Director does not have a PPSN, they must instead provide a VIN (Verified Identity Number).
A VIN can be applied by submitting a notorised VIF Form in advance with the Companies Registration Office. The turnaround for registering notorised VIF Forms is approximately one week.
Annual Returns without either a PPSN or VIN number will be rejected.

Posted on 10 February 202317 July 2024 by | Kathryn-Maybury

know your numbers

Posted in Category(ies): Companies Registration Office

KNOW YOUR NUMBERS – PPS / VIF number – New filing requirements imminent…..

Reality – imminently (due to commence on the 23^rd of April but a temporary postponement was put in place by the CRO) … all directors of any company incorporated in Ireland must provide his or her Personal Public Service (PPS) number or Verification of Identity (VIF) number when filing certain documents in the Companies Registration Office.

What is difference between PPS and VIF number – PPS number is available to any individual tax resident in Ireland. VIF number is established where an individual is not tax resident in Ireland.

Scam Awareness – this is new filing requirement has already generated publicity and offers a unique opportunity to scammers. Be very careful how you engage with anyone asking for your PPS number.

Why now – the requirement to provide a PPS number is contained in the Companies (Corporate Enforcement Authority) Act 2021 but, it has taken time for the technology and verification processes to be designed and tested.

Why is it required – the purpose is to add an additional layer to verify the identity of a director when filing documentation in the Companies Registration Office.

Is compliance really necessary – providing the PPS number is a mandatory requirement which means failure to comply is a Category Offence. It also means any statutory filings will be rejected which would have knock-on effects in terms of dealing with banks, losing audit exemption, etc.

Who sees PPS/VIF number – the person preparing the statutory form for filing will enter the PPS/VIF number. When filed electronically the PPS/VIF number will never be visible to any staff in the Companies Registration Office or members of the public.

What now – where the PPS or VIF number is not already on record KomSec will contact its clients directly. Additional blogs will be issued as the process gets up and running.

Posted on 5 February 202317 July 2024 by | Kathryn-Maybury