Charities Amendment Act – new changes

Posted in Category(ies): Charities, Latest NewsLeave a Comment on Charities Amendment Act – new changes
Van-Geraghty
Company Secretarial Services | Corporate Governance | Compliance Tel: +353 (0) 505 34101 Email: vgeraghty@komsec.ie  

The Charities Amendment Act 2024 has been enacted, introducing significant regulatory updates to the Charities Act. While most registered charities will continue their operations as usual, several key revisions require attention.

The Charities Regulator has provided an overview  (https://www.charitiesregulator.ie/media/1aioqohj/charities-amendment-act-2024.pdf) of upcoming changes, covering areas such as:

  • Registration
  • Charity Trustee definitions and duties
  • Financial regulations
  • Agreements and appointments
  • Annual report
  • Charity services functions

The first changes, effective January 27, 2025, include an important governance update: company secretaries will no longer automatically be charity trustees unless they also serve as company directors. If this change applies to your charity, ensure that you update the Register of Charities.

Further guidance will be issued by the Charities Regulatory Authority to support implementation over the coming months.

Posted on by | Van-Geraghty

Beneficial Ownership Basics

Posted in Category(ies): Beneficial Ownership, Latest NewsLeave a Comment on Beneficial Ownership Basics
Van-Geraghty
Company Secretarial Services | Corporate Governance | Compliance Tel: +353 (0) 505 34101 Email: vgeraghty@komsec.ie  

Registers

With certain limited exceptions, all Irish companies must maintain details of who beneficially owns their company. The company is obliged to keep this information on two types of Register.

Internal – Register of Beneficial Ownership

The first Register is the companies own internal Beneficial Ownership Register (similar to other company Registers like the Register of Members).

External – Central Register of Beneficial Ownership

The second Register is an online (government operated) Beneficial Ownership Register on which certain details must be filed.

Don’t Forget

Remember – the onus is on the company to keep both Registers accurate and up to date.

Handy Hint

From a practical perspective – companies should be aware that as part of their money laundering due diligence, banks and other financial bodies will often examine the external Register of Beneficial Ownership before advancing facilities. If your Beneficial Ownership filings are not in order this could block or delay something as simple as opening a new bank account for the company.

What is a Beneficial Owner?

A beneficial owner is a natural person (a human – not a company) who has a significant level of ownership or control of a company. The most common example of a Beneficial Owner is a shareholding of 25% plus one share in a company (yes, the one share is important!).

The definition also includes direct and indirect ownership, so companies are required to look behind any corporate shareholders and identify their ultimate Beneficial Owner(s). This may involve looking further up the corporate chain of ownership if the company is part of a group.

What Information must be Filed?

The following information must be included in the Registers for each Beneficial Owner.

  • Name
  • Date of Birth
  • An Irish Personal Public Service number (KomSec Limited can advise on the further steps required if a person does not have a PPS number)
  • Nationality
  • Residential Address
  • Statement on the nature and extent of the interest held or control exercised by each Beneficial Owner
  • Date on which the Beneficial Owner was entered into the Register as Beneficial Owner
  • Date on which the Beneficial Owner ceases to be a Beneficial Owner

The good news is that KomSec Limited can look after both your internal and external Beneficial Ownership Registers for you and ensure that your company is fully compliant. Please feel free to get in touch if you require any further details.

 

 

Posted on by | Van-Geraghty

Compliance Calendar for Charities to help with Annual Reporting

Posted in Category(ies): Charities, Latest NewsLeave a Comment on Compliance Calendar for Charities to help with Annual Reporting
Van-Geraghty
Company Secretarial Services | Corporate Governance | Compliance Tel: +353 (0) 505 34101 Email: vgeraghty@komsec.ie  

Compliance Calendar for Charities to help with Annual Reporting

The Charities Regulator has usefully complied a Compliance Calendar (which I am reproducing here) to help Charities comply with their obligations to complete and file an online annual report with the Charities Regulator within 10 months of their financial year-end. For the majority of charities, their year-end is 31 December which means their annual report is due on or before the 31 October.

January

Start to prepare your charity’s financial accounts for 2024. If you are using the services of a third party, such as an accountant, for example, to prepare these accounts, check what information they need and when if you are not sure.

Agree the board meeting when the accounts will be approved by the charity trustees.  The accounts will need to be ready ahead of the meeting so they can be circulated to board members to give them the opportunity to review them.

Make sure to notify whoever is preparing your accounts (especially if you are using the services of a third party) of the date the accounts need to be ready for circulation and inform them, as they may not be aware, that it’s an offence for a charity to file its annual report late to the Charities Regulator after the deadline.

April

Draft financial accounts for 2024 are ready and circulated to all trustees of the charity.

May

Draft financial accounts are reviewed at the board meeting and approved by the charity trustees. If charity trustees have questions on the accounts that need to be clarified or are seeking further details, approval of the accounts can be deferred to the next meeting so the necessary information can be obtained and shared with charity trustees.

June

Financial accounts for 2024 are approved by the board. Begin to draft the annual report on finances and activities for the Charities Regulator.

August /September

Ahead of September board meeting, circulate the draft annual report to the charity trustees for their review.

September

Charity trustees review and approve the annual report to be submitted to the Charities Regulator. The report is now ready to be submitted. However, if further discussion is required, the decision to approve can be deferred to the October board meeting.

October

The report is submitted to the Charities Regulator.

Remember that if a Charity does not file its annual report on time it could ultimately be removed from the Charities Register and prosecuted in the district courts.

 

Posted on by | Van-Geraghty

2025 Key Dates – important and not so important ones!

Posted in Category(ies): Latest News
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  

 

2025 KEY DATES – important and not so important ones!

January 2025

01.01.2025                                                New Year’s Day – last chance to relax before going back to work

06.01.2025                                                Congrats! You made it back to work

08.01.2025                                                Earth Rotation Day – Keep spinning!

28.01.2025                                                Global International Data Protection Day – yes more GDPR!

January                                                     Make sure you have set up dates for all quarterly board meetings during 2025

 

February 2025

01.02.2025                                                Six Nations Rugby England .v. Ireland

02.02.2025                                                New AI laws – no emotional recognition AI tools allowed

 

March 2025

17.03.2025                                                St. Patricks Day – one day in the year when everyone is happy to be seen in public with green

face paint and Shamrock Hats!

21.03.2025                                                Local Property Tax deadline – if paying full amount in one go

30.03.2025                                                Mother’s Day – do not give her flowers bought at the petrol station on the way home!

March                                                        Quarterly Board Meeting time

 

April 2025

20.04.2025                                                Easter Day

21.04.2025                                                No groaning – you knew what you were doing when you ate all those chocolate Easter eggs

April                                                           Audit – make sure someone is actively managing the Audit which includes telling the Auditors!

 

May 2025

05.05.2025                                                Bank Holiday – May Day

09.05.2025                                                Europe Day

 

June 2025

03.06.2025                                               Bank Holiday

15.06.2025                                                Father’s Day – see Mother’s Day advice above!

27.06.2025                                                Dua Lipa to rock Dublin!

June                                                          Quarterly Board Meeting time

 

July 2025

02.07.2025                                                UFO Day – that’s more like it, bring it on ET!

20.07.2025                                                Will Rory win the Open at Portrush?

July                                                            Ireland take over the Presidency of the Council of the European Union

 

August 2025

04.08.2025                                                Bank Holiday

24.08.2025                                                International Dog Day   – paws for thought!

 

September 2025

19.09.2025                                               Culture Night- visit the Chester Beatty museum

30.09.2025                                               Annual Return Date for bulk of companies – panic or call us!

September                                               Quarterly Board Meeting time

 

October 2025

03.10.2025                                                Dingle Food Festival – this fishing village hosts a mighty food festival

28.10.2025                                                Annual Return – deadline for electronic filing. This is it, now or never…… FILE!

28.10.2025                                                Bank Holiday

 

November 2025

09.11.2025                                              International Tongue Twister Day – try saying that 3 times in a row!

11.11.2025                                               Last day in the office for President Michael D. Higgins

November                                               Charity Trustee’s Week

 

December 2025

24.12.2025                                                Santa Claus is coming – go to bed

25.12.2025                                                Make sure the oven is on, and the turkey is in!

December                                                 Quarterly Board Meeting time

 

Posted on by | Kathryn-Maybury

Guide to changing a registered office

Posted in Category(ies): Latest News, LetterheadsLeave a Comment on Guide to changing a registered office
Van-Geraghty
Company Secretarial Services | Corporate Governance | Compliance Tel: +353 (0) 505 34101 Email: vgeraghty@komsec.ie  

Keep this checklist in mind when considering moving your company’s registered office. It is not exhaustive but covers the principal areas you’ll need to consider.

General

  • Registered Office must be located in the Republic of Ireland.
  • All companies are required by law to file a notice of the change of Registered Office to the Companies Registration Office within 14 days of the change by filing a B2 Form.
  • If the Company has a registered “Business Name”, file the change by filing the relevant RBN form.
  • A PO Box is not acceptable – it must be a “physical location” as this is the place official documents, notices, court papers etc are required to be sent by law.
  • Arrange with An Post for correspondence to be re-directed.

Third Parties

  • If the Company holds shares in other companies, inform the relevant Company Secretaries so they can update their Statutory Registers.
  • Lease or formal arrangements with current registered office provider may need to be cancelled.
  • Notify utility providers (electricity, phone, gas, mobile phone, broadband, insurances etc) and make arrangements for transfer to new address.
  • Magazine/membership subscriptions
  • Advise Customers, Accountants/Auditor, Solicitor, Bank, Shareholders, suppliers and anyone you are in regular communication with.
  • If you have a car fleet, the Registration (Log) Books for vehicles must be sent to your local Motor Taxation Office together with a note detailing the change of name and/or address. Your details will then be updated and the Registration (Log) Books will be returned to you.

Registered Office & Official Publications

Registered Office – ensure company name is painted or affixed on the outside of the premises, in a conspicuous position, must be legible and easy to read.

Official publications – full company name to be published i.e. the only permissible abbreviations are allowed e.g.  “Ltd” for “Limited”,  “Teo” for “Teoranta”, “CLG” for “Company Limited by Guarantee etc) to be reflected on Letterheads, invoices, order forms, emails and website.

 

 

 

 

Posted on by | Van-Geraghty

Not just a tongue twister! The Companies (Corporate Governance, Enforcement & Regulatory Provisions) Act 2024

Posted in Category(ies): Company Law, Latest News
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  

 

Not just a tongue twister! The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024

 

Not quite sure this is the type of Christmas present I wanted to receive from an outgoing Minister in the wind-down (or is it wind-up) to Christmas!

Tuesday 03.12.2024 saw the commencement of possibly the longest named Act ever!  The above Act was commenced on 03.12.2024 and will give effect to 64 of the Act’s 90 provisions amending the Companies Act 2014.

A flavour of some of those 64 provisions are listed below.

  • Provision for the conduct of, and participation in, general meetings of a company or industrial and provident society by the use of electronic communications technology.
  • Provision to provide for additional grounds for involuntary strike off of companies.
  • Provision for the disapplication of the Probation of Offenders Act 1907 to an offence under section 343 of the Companies Act 2014.
  • Provision for an offence of obstructing, interfering with or impeding an officer of the Corporate Enforcement Authority.
  • Make certain amendments to the rescue process for small and micro companies.
  • Enable the Irish Auditing and Accounting Supervisory Authority to issue an interim direction in certain circumstances.
  • Extend the list of competent authorities to which the Corporate Enforcement Authority may disclose information, books or documents under section 792 of the Companies Act 2014.
  • Enable specified bodies to disclose information to the Corporate Enforcement Authority under section 944Q of the Companies Act 2014.
  • Enable the Irish Auditing and Accounting Supervisory Authority to use money paid into the reserve fund in accordance with section 919 of the Companies Act 2014 in the performance of its functions under section 934 of that Act.
  • Repeal certain provisions of the Companies Act 2014 and the Industrial and Provident Societies Act 1893.

I will blog on what some of these changes mean in real life in January 2025.  Something for us all to look forward to in the New Year!

 

 

Posted on by | Kathryn-Maybury

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

8th Charity Trustees’ Week  11 – 15 November 2024

Posted in Category(ies): Charities, Latest NewsLeave a Comment on 8th Charity Trustees’ Week  11 – 15 November 2024
Van-Geraghty
Company Secretarial Services | Corporate Governance | Compliance Tel: +353 (0) 505 34101 Email: vgeraghty@komsec.ie  

8th Charity Trustees’ Week

  11 – 15 November 2024

The Charities Regulatory Authority in conjunction with Boardmatch Ireland, Carmichael, Charities Institute Ireland, Dóchas, Pobal, Volunteer Ireland, and The Wheel are offering a wide range of free events to Charity Trustees again this year and are well worth checking out.

The week kicked off on Monday 11th at 10am with an event called “Meet the Charities Regulator” (Madeline Delaney, CEO Charities Regulator). There was an interesting panel discussion covering a range of topics of interest to Trustees with representatives of Carmichael, Charities Institute Ireland and the Wheel.

During the panel discussion, the Charities Regulator advised that they are working with the Department for phased introduction to the Charities (Amendment) Act 2024. By Christmas 2024, we can expect a straightforward explanatory document from the Regulator describing the new changes and what Trustees can expect.

Most of the events are online and just require registration in advance.  Events will be recorded and available in a few days at https://www.charitiesregulator.ie/en/information-for-charities/charity-trustees-week

Check out their  calendar of free events and use the hashtag:#TrusteesWeekIrl if you’re on social media.

Posted on by | Van-Geraghty