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.  

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.

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.

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!

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.

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.

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

                                                         the current system

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

*   11^th December                              CRO will begin transition to new system

*   16^th 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 11^th to 16^th December.

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

This means that any company with an ARD which falls on or after 30^th September 2020 does not have to file the original signature page in the CRO until 26^th 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 29^th 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.

Engaging with the Companies Registration Office

The Companies Registration Office (CRO) will recommence accepting posted submissions in both their Dublin and Carlow Offices from today, Monday 6th April.

Practicalities of filing submissions with the CRO are summarised briefly as follows:

• Post will be date stamped on receipt and stored for processing when they re-open, which will impact on processing times and access to information filed from 12.03.2020 until they re-open.
• Documents delivered by hand or courier will not be accepted.
• CRO offices in Dublin and Carolow remain closed to the public.
• Limited services are available for Company Incorporations and Charges.
• Filings can still be made online.
• ROS signatures (if you have one) can be used instead of a signature page.
• Company searches can still be made online but, may not refledt call submissions filed to date.

It is worth highlighting that one can no longer rely on standard searches. In the past, searches were esssential for checking status of a company (e.g. normal, strike-off, examinership etc.). The two main reasons for searching were (a) as a means of reviewing a potential new client, and (b) to support information provided to banks when opening accounts or taking out loans.

The CRO public office has been closed since 12.03.2020 which means submissions filed from 12.03.2020 until the CRO reopens will not be reflected when searching a company. Even when the CRO reopens there will be a backlog of submissions to get through. 

Remember though as with everything in our lives at the moment things change, so please check with us before filing or if you have any queries on the above. 

Keep safe and well.

Photo by Nick Morrison on Unsplash

CRO extends Deadline for Annual Returns to 31.10.2020

Annual Returns filed between 18^th March 2020 and 31^st October are deemed to have been filed on time if if all elements of the Annual Return (original signed signature page and Financial Statements) have been filed by 31^st October 2020.

The original extension (announced in March) was until 30^th June 2020.

They are however encouraging companies who can to file as normal during this period.

If you have any queries please get in touch with us.

Keep safe.

CRO CHRISTMAS DEADLINES

December is often a frantic month as everyone juggles Christmas presents and clearing their office desks.

KomSec cannot help with the Christmas presents but, we can help you clear any outstanding filing requirements you may have before Christmas.  Just remember, the CRO will not guarantee processing any submissions received after the following dates.

–  Company Incorporations                        11^th December         

–  Change of Name                                       11^th December

–  Reservation of Company Name             19^th December