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HAVE A WONDERFUL CHRISTMAS AND NEW YEAR
KomSec Limited will close from 23.12.2024 to 01.01.2025 inclusive
Posted in Category(ies): Latest News
HAVE A WONDERFUL CHRISTMAS AND NEW YEAR
Posted in Category(ies): Latest News
HAVE A WONDERFUL CHRISTMAS AND NEW YEAR
FROM ALL THE TEAM AT KOMSEC LIMITED
Guide to changing a registered office
Posted in Category(ies): Latest News, LetterheadsLeave a Comment on Guide to changing a registered office
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.
Not just a tongue twister! The Companies (Corporate Governance, Enforcement & Regulatory Provisions) Act 2024
Posted in Category(ies): Company Law, Latest News
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!
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
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.
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
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.
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
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.
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
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.
Trustee Annual Report 2024
Posted in Category(ies): Charities, Latest NewsLeave a Comment on Trustee Annual Report 2024
Trustee Annual Report 2024
Charities in Ireland need to submit their Annual Report to the Charities Regulatory Authority within 10 months of the financial year end.
Why file with the Charities Regulator?
Aside from the legal obligation to file, because some of the information will be available on the public register, it’s an opportunity to showcase your charity’s impact , finances and charitable activities for the previous year, building trust with the public and your stakeholders.
Resources
The Charities Regulator have a number of helpful resources to help you file your charity’s Annual Report.
Annual Returns – Hints and Reminders
Posted in Category(ies): Annual Returns, Latest NewsLeave a Comment on Annual Returns – Hints and Reminders
Filing Annual Returns and Financial Statements – FAQ
The majority of Irish companies have a financial year end date of 31st December and consequently their Annual Return Date (ARD) falls on the 30th September.
These companies file their Financial Statements and the signed signature page with the Companies Registration Office (CRO) no late than 25th November.
Failure to file an annual return within the deadline (56 days within the ARD) results in incurring late filing penalties and loss of audit exemption for the following two years and can also result in prosecution of Companies and Directors. The Company also risks the company being struck off the CRO Register.
Late Filing Penalty
Late filing incurs a penalty of €100 w.e.f. expiry date of the company’s deadline plus a daily penalty of €3 thereafter, up to a maximum of €1,200 for each return.
Loss of Audit Exemption
Late filing also results in loss of audit exemption for the following two years.
Prosecution of Companies and Directors
Under section 343 of the Companies Act 2014, companies and directors can be prosecuted under section 865 of the Companies Act 2014 and face an on-the-spot fine for persistent late filing.
Involuntary Strike Off
If a company is late, they risk being struck off the CRO register and dissolution. Accordingly, the company loses limited liability protection w.e.f. date of strike off.
Below are some points to keep in mind:
- Annual Return Date (ARD) – is the date up to which information contained in the Annual Return is made, e.g. up to 30th
- Deadline – the Annual Return (financial statements and signed signature page must be filed electronically within 56 days from ARD.
- Director Details – residential address and list of Directorships, worldwide, past and present, within the past five years to be included.
- Directors PPSN / VIN – from 11.06.2023, Directors are required to provide their PPSN when filing certain Statutory Forms (including the Annual Return). Where a Director does not have a PPSN they must apply to the CRO for an “Identified Person Number” by filing a Form VIF (Declaration as to Verification of Identity). Once the CRO has verified the details in the Form VIF, an Identified Person Number (IPN) will be issued to the Director.
- First Annual Return- does not require Financial Statements.
- Financial Year – A company’s first financial years end can end no more that 18 months after its incorporation date. Subsequent financial years must start the day after the last financial year end and be for 12 months.
- Nine month rule means that companies must file their Financial Statements within a maximum of 9 months of the end of their financial year, known as the 9 month rule.
- Financial Statements must be filed electronically before the signed signature page(s) are received by the CRO.
- Signatories for Annual Return – A Director and the Company Secretary.