Guidelines for Choosing a Company Name

Posted in Category(ies): Companies Registration Office, Company Name Change, Latest NewsLeave a Comment on Guidelines for Choosing a Company Name
Van-Geraghty
Company Secretarial Services | Corporate Governance | Compliance Tel: +353 (0) 505 34101 Email: vgeraghty@komsec.ie  

A Company Name cannot…..

  • Be identical to another one on the CRO Register
  • Be confused with a name on the CRO Register (consider spelling/phonetics)
  • Be offensive
  • Imply state state sponsorship
  • Have the word “standard” in the title

In addition…..

  • Some terms/words are not considered sufficiently distinctive e.g. & Co or Company, Associates, Place Names etc
  • A number on its own will not be accepted as a sufficient distinguishing mark, unless the company concerned is part of the same group
  • The use of a year in numerals to differentiate between two companies of otherwise the same name is prohibited
  • Some words/terms require permission from the relevant authority e.g. “bank”, “co-op” “Architect” “Regional Technical Collage” and “University”
  • Avoid names like “holding” or “group” unless it is a holding company or a company within a group

Usefully…..

  • If the Company name is similar to another on the CRO Register, the CRO will usually accept the name if it can provide a “Letter of No Objection” with your incorporation documents
  • If the Company name you want is not sufficiently distinguishable and you can’t get a letter of “No Objection”, you will need to insert additional words in the title e.g. “Smith Jones Motor Sales Limited” distinguishes itself from “Smith Jones Limited”.
  • If the CRO accidently registers a name and an objection is raised on the grounds of similarity with another company name (within 6 months of incorporation) the CRO can instruct you to change the name (section 30 Companies Act 2014).

The CRO does not check proposed company names against names on the business names register and the trade mark register. Consequently, if in doubt,  check these registers to ensure that your name choice doesn’t  conflict with a business name or trade mark since any person claiming to have a right to that name could take an infringement action or a civil passing off action to protect his/her interest.

You can undertake a search of the trade mark register at the Intellectual Property Office of Ireland.

 

Posted on by | Van-Geraghty

File Director/Company Secretary Changes within 14 Days of the Effective Date

Posted in Category(ies): Companies Registration Office, Directors, Latest NewsLeave a Comment on File Director/Company Secretary Changes within 14 Days of the Effective Date
Van-Geraghty
Company Secretarial Services | Corporate Governance | Compliance Tel: +353 (0) 505 34101 Email: vgeraghty@komsec.ie  

File Director/Company Secretary Changes within 14 Days of the Effective Date

The Companies Registration Office (CRO) have recently highlighted that they monitor submission of B10s for compliance with Section 149(8) of the Act which states that submissions shall be submitted ‘within the period of 14 days after the date of the change’. This includes the date of change of Directors and their residential address etc.

Companies should ensure that the signed signature page meets CRO signature guidelines before submitting. See our recent blog CRO signature guidelines for more guidance.

The relevant legislation is Section 149(8)  which provides that the company shall, within the period of 14 days after the date of the happening of—

(a) any change among its directors or in its secretary or assistant or deputy secretary; or

(b) any change in any of the particulars contained in the register,

send to the Registrar a notification in the prescribed form of the change and of the date on which it occurred.

Where the resignation of a Director leaves the company without an European Economic Area (EEA) resident director, the company must lodge a 137 Bond with the relevant B10 or obtain a Section 140 Certificate.

Resignations and Appointments must be recorded at a Board Meeting and the company should also ensure that the Company’s Statutory Registers are updated.

As always, if you have any questions on this blog please contact myself or one of my KomSec colleagues.

Posted on by | Van-Geraghty

General Instructions from the CRO regarding signature pages

Posted in Category(ies): Companies Registration Office, Electronic Filing, Latest NewsLeave a Comment on General Instructions from the CRO regarding signature pages
Van-Geraghty
Company Secretarial Services | Corporate Governance | Compliance Tel: +353 (0) 505 34101 Email: vgeraghty@komsec.ie  

General Instructions from the CRO regarding signature pages

  • The Companies Registration Office (CRO) will not accept electronically signed documents. The signature page(s) must be physically signed i.e. “wet-ink”.
  • Submissions properly dated in the format Day/Month/Year (European Format).
  • Dates to correctly reflect date form was signed, consequently back-dating and post-dating is prohibited.
  • Signatures & dates to be contained within the designated section on the Signature and/or Consent pages.
  • Clear, clean submissions acceptable, barcodes and signatories etc must be legible. pages must be fully viewable as they are statutory forms and are a matter of public record and anyone with a visual impairment may not be able to see the signature/date.
  • Pages should be scanned to portrait alignment at 100% size [downsizing reduces quality of the scan] and the full version of both pages MUST be fully viewable.
  • The CRO is experiencing some issues with incorrectly signed and dated form B10s, which is resulting in an increasing number of these forms being returned
  • Submissions can be rejected if they do not meet the above criteria. If a submission is rejected, then a new submission must be prepared.
Posted on by | Van-Geraghty

CRO ENFORCEMENT MEANS BUSINESS

Posted in Category(ies): Companies Registration Office
Kathryn-Maybury
A post by Kathryn Maybury | Managing Director | KOMSEC Limited | Company Secretarial Services | Corporate Governance | Compliance | Tel: +353 (0) 1 2107595 Email: kmaybury@komsec.ie  

The CRO Enforcement Section mean business as they are now actively pursuing companies for outstanding Annual Return filings at the rate of 1,000 per week.

 

Yes, that is right 1,000 per week!

 

It is expected that companies with the greatest number of outstanding Annual Returns will be targeted first. One of the penalties for filing late is the loss of audit exemption. Trying to get a Statutory Auditor at short notice to prepare appropriate Financial Statements is likely to prove both challenging and costly. Combine that with penalty filing fees and affected companies will be experiencing a severe financial pinch to end Q4 2023.

 

Do not wait for the CRO to catch up with you, act now.

 

Bring all outstanding Annual Return filings up to date. Engage with your Accountants/Auditors for support on preparing relevant Financial Statements for filing with the outstanding Annual Returns.  

Posted on by | Kathryn-Maybury

know your numbers

Posted in Category(ies): Companies Registration Office
Kathryn-Maybury
A post by Kathryn Maybury | Managing Director | KOMSEC Limited | Company Secretarial Services | Corporate Governance | Compliance | Tel: +353 (0) 1 2107595 Email: kmaybury@komsec.ie  

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

 

Reality – imminently (due to commence on the 23rd 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 by | Kathryn-Maybury

Companies Registration Office – Marching On!

Posted in Category(ies): Companies Registration Office
Kathryn-Maybury
A post by Kathryn Maybury | Managing Director | KOMSEC Limited | Company Secretarial Services | Corporate Governance | Compliance | Tel: +353 (0) 1 2107595 Email: kmaybury@komsec.ie  

 

 

 

March has been an active month for the Companies Registration Office (CRO) as it continues upgrading and improving its online portal.

 

With over 250,000 companies incorporated in Ireland it is good to see online filing options increase, e.g. changes to Constitution, documentation on mortgages and debentures. The enactment of the Companies (Rescue Process for Small and Micro Companies) Act 2021 (SCARP) has also seen a significant rise as the Act mandates specifically for online filing. Mandating online filing only is an interesting development and one that would not have been popular (or arguably possible) a few years ago.

 

The CRO portal is due for a further upgrade and once that has been completed it is anticipated the Central Register of Beneficial Ownership will be next. Although separate websites set up under separate legislation they remain indelibly linked in the minds of the public.

 

The Central Register of Beneficial Ownership is just that – a register providing details of beneficial ownership. It is worth remembering that members listed on Annual Returns filed in the CRO will not necessarily be reflected as beneficial owners. This is particularly evident for a Company Limited by Guarantee (CLG) where filing in the Central Register of Beneficial Ownership for this company type depends on the number of members.

Posted on by | Kathryn-Maybury

Directors – please produce your PPS number for the Companies Registration Office!

Posted in Category(ies): Companies Registration Office
Kathryn-Maybury
A post by Kathryn Maybury | Managing Director | KOMSEC Limited | Company Secretarial Services | Corporate Governance | Compliance | Tel: +353 (0) 1 2107595 Email: kmaybury@komsec.ie  

 

 

 

It looks likely that in 2022 the Companies Registration Office will ask Directors to provide their PPS number when lodging various company documents. These will include an application to incorporate a company, an annual return and even a B10 Form noting a change of director or secretary.

Exact details have yet to be set out, but the principal is contained in the recently published Companies (Corporate Enforcement Authority) Bill which is due to be enacted before the end of this year.

No guidance is available on what will happen if a director has no PPS number but KomSec would expect that a similar regime to the BEN2 Form required for Beneficial Ownership registration will be put in place. This Form must be sworn by a director in front of a Notary Public and in our experience the additional time and cost involved is never welcome!

 

Posted on by | Kathryn-Maybury

CRO SIGNING CHANGES

Posted in Category(ies): Companies Registration Office
Kathryn-Maybury
A post by Kathryn Maybury | Managing Director | KOMSEC Limited | Company Secretarial Services | Corporate Governance | Compliance | Tel: +353 (0) 1 2107595 Email: kmaybury@komsec.ie  

CRO SIGNING CHANGES

 

One of the potentially exciting effects of the CRO moving to a new digital platform later this month is that it will no longer be necessary to file original signature pages for Company Incorporations or Annual Returns.

Company Incorporations

The ability to replace the necessity to file original or wet signature pages when incorporating a company is particularly welcome as it should help to substantially speed up the overall incorporation process.

 

Annual Returns

The changes for filing Annual Returns will be twofold.

  1. Signatures pages for Annual Returns will no longer be posted to the CRO, instead they will be submitted electronically via ROS or scanned pdf.
  2. The filing deadline for submitting both the Annual Return and Financial Statements will be 56 days (replacing the current deadlines of 28 days to file the Annual Return with a further 28 days to file the Financial Statements).

 

There will be a lot to get used to for all users of the CRO but, if the new system lives up to expectations then the short term pain of getting to grips with all the changes should be well worthwhile.

Posted on by | Kathryn-Maybury

CRO DIGITAL TRANSFORMATION

Posted in Category(ies): Companies Registration Office
Kathryn-Maybury
A post by Kathryn Maybury | Managing Director | KOMSEC Limited | Company Secretarial Services | Corporate Governance | Compliance | Tel: +353 (0) 1 2107595 Email: kmaybury@komsec.ie  


 

The Companies Registration Office (CRO) is finally implementing its long-anticipated digital transformation this month. Basically, the current digital platform used by the CRO will cease to operate on 11.12.2020, and there will be no crossover once the new digital platform is launched on 16.12.2020.

The key dates relating to the digital transformation process are as follows.

 

*   7th December                                Final date for receipt of original signature pages for any forms electronically filed under

                                                         the current system

*   10th December                              Final date for receipt of electronically signed forms relating to Charges

*   11th December                              CRO will begin transition to new system

*   16th December                              CRO will launch new system

 

It will not be possible to access, search or electronically file documents in the CRO whilst the transition is put into effect between 11th to 16th December.

 

 

Posted on by | Kathryn-Maybury

Annual Return – Filing deadlines extended

Posted in Category(ies): Companies Registration Office
Kathryn-Maybury
A post by Kathryn Maybury | Managing Director | KOMSEC Limited | Company Secretarial Services | Corporate Governance | Compliance | Tel: +353 (0) 1 2107595 Email: kmaybury@komsec.ie  

 

 

 

During current Phase 5 restrictions the Companies Registration Office (CRO) have extended filing deadlines for all companies with an Annual Return Date (ARD) from 30th September 2020.

This means that any company with an ARD which falls on or after 30th September 2020 does not have to file the original signature page in the CRO until 26th February 2021.

Do not get carried away though until you have had a chance to consider the following points.

  • Annual Return must be filed electronically.
  • Financial Statements must be filed electronically.
  • Filing fee must be made when submitting the original signature page of the Annual Return.
  • The signatures of both the Director and the Company Secretary must be made on the same page.
  • CRO are currently only accepting postal submissions so relying on being able to make a courier delivery in February is risky.

 

Companies with an ARD up to 29th September 2020 had to have filed everything (i.e. Annual Return, Financial Statements, filing fee and original signed page) by 31.10.2020. Any company that has missed this deadline for whatever reason now faces, at a minimum, loss of its audit exemption and automatic imposition of penalty filing fees by the CRO.

Posted on by | Kathryn-Maybury