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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.

 

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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

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.

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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

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.

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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

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.
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Posted on by | Van-Geraghty

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.

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Posted on by | Van-Geraghty

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.

 

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Posted on by | Van-Geraghty

Glaring Lack of Legislative Support

Posted in Category(ies): Latest News

Glaring lack of legislative support

 

How is anyone supposed to make the right choice in the glaring absence of appropriate guidelines? How is there such a political and moral vacuum that no-one is addressing this incredibly serious question?

 

How to buy the right Easter egg?

 

  • General Data Protection Regulations – well that is a disaster as part of GDPR requires one to process data for legitimate purposes specified explicitly to the data subject when you collect it. Are you really going to spoil the surprise by asking the data subject for the right to give them an Easter egg?

  • Health & Safety – definitely an area best avoided. The amount of potential allergies (nut, lactose, etc) is vast, and this is before we even consider potential injury from flying shards of Easter egg that are cracked with enthusiasm rather than finesse.

  • Weights & Measures – don’t get me started on this. How am I to figure out the size and weight of an Easter egg when there is such a massive choice. Whatever Government Department is responsible for this is clearly not doing enough – when did it become alright to term Easter eggs shaped like a rabbit?

  • Cartel – if all our family members buy the same type of Easter eggs have we formed a cartel?

  • Family – probably the thorniest issue of all as at the end of the day falling foul of legislation is going to be the least of our worries if we don’t buy the right Easter egg.

Depending on your age all the above are very serious questions. All I can do is wish you the best of luck when you make your selection. Personally, I don’t even like chocolate and perhaps after this blog neither will you!

 

HAPPY EASTER

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Posted on by | Kathryn-Maybury

What Makes a Good Chairperson?

Posted in Category(ies): DirectorsLeave a Comment on What Makes a Good Chairperson?

What makes a good Chairperson?

 

The answer can lie in the eye of the beholder! Some people think a good Chairperson is someone who is popular or, agrees with the majority or, is on “your” side.

 

The reality is often quite different. A good Chairperson has to have at least some of the following basic traits in order to succeed in the role.

 

  • Takes time to listen and, just as importantly, makes time to ensure all Board members have an opportunity to be heard;
  • Summarises debates into a few clear and concise sentences.
  • Considers both sides to an argument or debate.
  • Keeps to a clear Agenda and timetable.
  • Does not bully or dominate.
  • Engages with the Board, Management Team and staff.
  • Ensure there are appropriate checks and balances in place, e.g. information provided to the Board, relevant Board committees (Audit & Risk, Finance, Corporate Governance, etc).
  • Makes people feel their input is relevant and valued.
  • Can manage shareholder interactions clearly and efficiently.
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Posted on by | Marianne-Higgins

What makes a “good” Board Director?

Posted in Category(ies): Boards

There has been so much discussion in recent months about the make-up of a Board, the qualifications and abilities of it’s members, and Chairperson. Let’s take a moment to focus on the Director, we will focus on the Chairperson in our next blog.

Being a Director should be challenging, interesting and bring value to all involved – you, the Board, the Company, its employees, and shareholders.

The Fiduciary duties of a Director are clearly laid out in S.228 Companies Act 2014. The problem for a number of people (whether already a Director or just thinking about it) is how to translate the various duties and legislative requirements into being a useful and practical Board Director.

Finding the right fit is very personal. For example, there is no use being a Director of a manufacturing company if manufacturing bores you rigid! Likewise, you have to ask yourself if you can bring anything of value to a Board where you do not respect or like your fellow board members.

Any Director should consider the basics:

  • common sense

  • corporate governance

  • frequency of meetings

  • agenda

  • decision making and implementation of same

  • do you ever listen to yourself, e.g. do you talk too much, too little, have difficulty expressing your opinion, could you be perceived as being belligerent or a pushover; and

  • interaction with Management Team, staff and shareholders.

The above is particularly important for individuals who have been acting as Director(s) for quite a while. We can all fall into the trap of becoming stale or set in our ways. Why not consider:

    • carrying out additional training

    • how long have you been a Director?

    • are the reasons you wanted to become a Director still valid or, if they have changed, have you changed with them?

    • would you like to do more within your role, e.g. act on one of the Board Committees?

    • how much capacity do you have for considering taking on additional directorships?

Take a few minutes out of your day to think about yourself. Part of being a good Board director is being engaged in the process in the most effective manner possible. Try to find your own personal enjoyment and challenge in a role where we can see the impact and relevance of our actions.

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Posted on by | Kathryn-Maybury

Invalid Strike-off?

Posted in Category(ies): Latest News

The Sunday Business Post article (18.02.2024) on companies alleging they have been invalidly struck-off the Registrar has naturally generated concern.

To reassure yourself on the status of your company take some simple steps on the Companies Registration Office (CRO) website.

  • Check your company’s designation – the status box should read “Normal”.

  • Check your registered office address is current – as the Registrar (and others) will issue any written correspondence to the registered office address on record.

  • Check date of your company’s next Annual Return – the current enforcement regime by the CRO is targeting companies that have outstanding Annual Returns.

If you have any concerns or queries on your company’s compliance contact us at any time.

 

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Posted on by | Kathryn-Maybury