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New Beneficial Ownership Rules

Posted in Category(ies): Beneficial Ownership

New Beneficial Ownership Rules

The long-awaited legislation to set up the Beneficial Ownership Register in the Companies Registration Office has finally arrived. The relevant statutory instrument (The European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019) was enacted on the 22nd of March 2019.

What does this mean for my company?

  1. The majority of Irish companies must have an internal Beneficial Ownership Register in place. If this is not already actioned it must be done now. It can no longer be put on the long finger!

 

  1. Beneficial Ownership information must be filed in the newly established Central Register of Beneficial Ownership. The Register will be operational and filings can commence from the 22nd of June 2019. There is a five-month grace period which means the latest a filing can be made on is the 22nd of November, 2019 – although it is probably not advisable to wait until then as the penalties for non-compliance have been sizably increased.

 

Is there anything new I should be aware of (apart from the basic fact that there is a new Central Register)?

  • PPS numbers for every Beneficial Owner must now be provided for in the Register
  • Some of the information on the Central Register will be accessible to the general public
  • Fines for breach have increased from €5,000 to €500,000

 

More details and advice on this important new legislation is available at any time from KomSec .

 

 

 

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Posted on by | Kathryn-Maybury

Brexit – Corporate Preparation

Posted in Category(ies): Brexit

The momentum for Corporate Ireland to prepare for Brexit is finally gaining traction.

Hard or soft exit is not particularly relevant at this point. For now, corporate Ireland should have a schedule of events noting person responsible for reviewing/implementing, and deadline for completion. Some of the areas are outlined below.

 

  • Auditor registration status – in event of a no deal Brexit Auditors based in the UK will no longer meet the eligibility criteria for approval as EU statutory auditors. This means they will no longer be:

        (a) entitled to hold audit appointments for Irish companies;

        (b) sign audit reports; and

        (c) eligible for inclusion on the Irish audit register.

        This is something that should be put on your company’s Risk Register. Failure to have an appropriate Auditor in place in time will impact on the signing, 

        adoption, and filing of Financial Statements.

  • Brexit NI – do not forget Northern Ireland will be included in the UK Brexit from the European Union. This seems to be a common problem for a number of companies probably because both jurisdictions are on one island.
  • Data Protection – once the UK leaves the EU it will become a “third country” and must be treated as one would any other non-EU state. This will have an immediate impact on the transfer of data between Ireland, and the UK, e.g. companies with inter-company loans, payroll operations, access to group intranets, transfer of public data, etc.
    There will be no “transition” period for data protection, it will be effective immediately.
  • Director residency – in the event the UK leaves EU without a deal in place companies which have only UK resident director(s) will be required to comply with S.137 Companies Act 2014, i.e. they must have either:

       (a) director resident within the EEA; or

       (b) bond with appropriate insurers for minimum of two years; or

       (c) exemption on the grounds the company has a “real and continuous link with one or more economic activities being carried on in the State”.

       This means that companies currently relying on a director resident in the UK (as resident within the EEA) will have to re-consider its options.

  • Legislation – the Government started debate on the Omnibus Bill on 25.02.2019. The Bill covers a variety of areas including health (reimbursement & medical care), finance (taxation), transport (sea & bus travel), legal (extradition & immigration).
  • Licences – companies must review all licences, accreditations, authorisations, etc, to ensure they remain in force or, are applied for, to ensure compliance following Brexit.
  • Revenue – consider logistics of import, export, movement of goods on the island of Ireland. Levying, collecting and payment appropriate customs duties, VAT, taxes, etc. Payroll could be a hidden bump, e.g. staff working in Ireland subject to UK contract or, staff working in Ireland but, payroll managed in UK/NI.

While ultimately the shape of Brexit may still be unknown, what is known is that Corporate Ireland can no longer adopt a wait and see approach. Action must be taken – now.

 

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Posted on by | Kathryn-Maybury

Key Dates 2019

Posted in Category(ies): Latest News

 

2019 KEY DATES

 

January 2019                                           

01.01.2019                                                New Year’s Day – last chance to relax before going back to work

01.01.2019                                                PAYE Modernisation

02.01.2019                                                Relax, you are one of the few people actually back at work

08.01.2019                                                Earth Rotation Day – commemorating Leon Foucault who determined Earth rotated on its axis in 1851.

                                                                Keep spinning!

28.01.2019                                                Global International Data Protection Day – yes more GDPR!

January                                                     Make sure you have set up dates for all quarterly board meetings during 2019

 

February 2019

01.02.2019                                                CAO applications deadline

02.02.2019                                                Six Nations Rugby England V Ireland

 

 

March 2019

17.03.2019                                                St. Patricks Day – one day in the year when everyone is happy to be seen in public with green face paint

                                                                and Shamrock Hats!

21.03.2019                                                Local Property Tax deadline – if paying full amount in one go.

3.03.2019                                                  Mother’s Day – do not give her flowers bought at the petrol station on the way home!

March                                                        Quarterly Board Meeting

 

April 2019

21.04.2019                                                Easter Day

22.04.2019                                                No groaning – you knew what you were doing when you eat all those chocolate Easter eggs

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

 

May 2019

06.05.2019                                                Bank Holiday – May Day

09.05.2019                                                Europe Day

 

June 2019

03.06.2018                                                Bank Holiday

16.06.2018                                                Father’s Day

June                                                         Quarterly Board Meeting

 

July 2019

01.07.2019                                                International Kissing Day – why, what’s wrong with kissing every day?

02.07.2019                                                UFO Day – that’s more like it, bring it on ET!  

 

August 2019

04.08.2019                                                Single Working Women’s International Day 

05.08.2019                                                Bank Holiday

 

September 2019

30.09.2019                                                Annual Return Date for bulk of companies – panic or call us!

September                                                Quarterly Board Meeting

 

October 2019

28.10.2019                                                Annual Return – deadline for electronic filing

28.10.2019                                                Bank Holiday

 

November 2019

11.11.2019 – 15.11.2019                            Charity Trustee’s Week

23.11.19                                                   Pay first payment of Corporation Tax

 

December 2019

24.12.2019                                                Santa Claus is coming – go to bed

25.12.2019                                                Make sure the oven is on, and the turkey is in!

December                                                 Quarterly Board Meeting

 

 

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Posted on by | Kathryn-Maybury

New Charity Governance Code

Posted in Category(ies): Charities

Nathan Lemon (unsplash)

New Charity Governance Code

The Charity Regulator launched a new governance code for charities last week. It sets out a basic standard made up of 6 governance principles i.e. Advancing Charitable Purpose, Behaving with Integrity, Leading People, Exercising Control, Working Effectively and being Accountable and Transparent.  There are 32 core standards outlined in putting the six principles in place with additional standards for more complex charities

On reviewing the standard it might appear detailed, however, it won’t be daunting for most well-run charities who will already have processes in place to deal most of the core standards e.g. managing conflicts of interest, financial controls and hold regular board meetings etc.

Charities will be expected to be compliant with the code from 2020 and begin reporting on their compliance in 2021 which gives organisations ample time to review and implement the code.  The Charities Regulator has wisely identified that the key to implementation is to ensure board engagement. Directors must review and approve the charities implementation, therefore by supporting its implementation, challenges can be addressed more readily. 

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Posted on by | Van-Geraghty

books of account

Posted in Category(ies): Latest News

 

All companies are required to keep adequate accounting records but, what precisely does “adequate accounting records” mean?

 

Adequate accounting records are records which:

  • correctly record and explain transactions of a company;
  • detail assets, liabilities, financial position, profit or loss of a company; and
  • enable directors to prepare annual financial statements.

 

The type of information which must be contained within the accounting records should cover information such as outlined below.

  • All monies received and spent
  • All assets and debts
  • All purchases and sales
  • Records of stock held
  • Records of services purchased or provided
  • Record of all goods bought and sold, including a record of itemised invoices

 

Time is money so, handling all of the above personally may not be the most cost effective option for a company. 

Consider:

–          having a qualified book-keeper (part-time or full-time)

–          retaining information in a simple format – does not have to be a costly bespoke piece of software.

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Posted on by | Kathryn-Maybury

New Customer Portal in the Registry of Friendly Societies

Posted in Category(ies): Latest News

New Customer Portal in the Registry of Friendly Societies

 

The Registry of Friendly Societies (RFS) is responsible for the efficient and effective registration and general regulation of over 1,000 Friendly Societies, Industrial and Provident Societies and Trade Unions in Ireland.

The RFS first foray into an online presence occurred in 2012 so, the launch this month of a new customer portal is a timely and welcome enhancement to all users.  The portal will enable a substantial level of business to be carried out online such as:

  • creating a new entity; and
  • filing Annual Return and amendments.

Apart from the ease of online filing, Users will be able to avail of reduced fees for online filings.  Quite how valuable the reduction of fees will be to Users is questionable given the total average annual filing fees paid to the RFS appears to hover around €46,000 to €50,000 per annum.  As my Grandmother always said “Every mickle makes a muckle” so, improving filing capabilities whilst also providing for some cost savings can only be a good thing.

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Posted on by | Kathryn-Maybury

Water and Banks

Posted in Category(ies): Directors

WATER and BANKS

 

Surely there are no two words more contentious in the Irish lexicon.

Irish Water is carrying out a review of over 500 water tariffs currently in place for business users.  Under Irish Water current proposals it is estimated that water bills will increase for 49% of business customers with decreases for the remaining 51%.  Changes to tariffs are likely to come into effect in Q4 2019. 

Businesses can use their latest water bill to fill out the Business Tariff Calculator at  https://www.water.ie/for-business/billing-explained/business-tariff-calculator.  This will indicate how your water bill will change under the new charges.

Now is the time to participate in the public consultation of these proposals with information available on https://www.cru.ie/document_group/establishing-irish-waters-non-domestic-tariff-framework

 

Banks

Companies seeking overdraft/loan facilities with banks have now become prey to a common practice amongst Banks which has come into being almost unnoticed.  It is now common for Banks to seek undated letters of resignations from Company Directors in order to take up the facility offer from the Bank.  Company shareholders/members appoint Directors to manage a company on their behalf.  It seems incredible that an outside institution can intrude into the management of a company by forcing companies to provide undated letters of resignation.  Is it any wonder so many companies are availing of the myriad of alternative funding solutions (crowd funding, venture capital, etc).  Anything but the banks!  How (or can) banks hope to re-engage with the business community whilst this sort of demand is deemed “standard practice”? 

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Posted on by | Kathryn-Maybury

New Anti-corruption legislation – potential impact on Irish companies

Posted in Category(ies): Anti-Corruption Legislation

 

30.07.2018 saw the introduction of the Criminal Justice (Corruption Offences) Act 2018.  At first glance it looks like a potentially terrifying piece of legislation, and frankly continues to do so even after second and third glances. 

 

The new Act has implemented six specific recommendations of the Mahon Tribunal.  Of particular interest is that the Act covers corporate bodies, and individuals but, also covers Irish Officials.

 

Key offences of the Act.

  • New offences of Active and Passive Trading
  • New offence of an Irish Official doing a Corrupt Act
  • New offence of giving a Gift or Advantage
  • New offence for Creating or Using False Documents
  • New offence of Intimidation

 

Presumptions of the Act.

  • Presumption of corrupt gifts extended to “connected persons”
  • Presumption of corrupt donation expanded

 

New provisions include:

  • Forfeiture of public office, and prohibition from seeking public office for Irish officials
  • New strict liability offence for bodies corporate
  • Provisions for seizure and forfeiture of bribes

 

This Act broadens definitions of corruption, covers a wider range of individuals, and includes Irish Officials.  It also provides for potential prison sentences up to 10 years, forfeiture of bribe, forfeiture of office (Public servants and elected Officials) up to 10 years and unlimited corporate fines. 

 

This is a radical overhaul of anti-corruption in Ireland which companies, at the very least, should take time out to consider if their policies are sufficiently robust.

 

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Posted on by | Kathryn-Maybury

Filing Annual Returns and Financial Statements – FAQ

Posted in Category(ies): Annual Returns

Filing Annual Returns and Financial Statements – FAQ

September is the month panic can set in as Companies suddenly focus on their filing deadlines for their Annual Return and Financial Statements. Confusion can surround terminology, deadlines, and signatures required. 

Below are answers to some of the most frequently asked questions (FAQs) KomSec Limited receives from our clients at this time of year.

 

*  Annual Return Date (ARD) date up to which information contained in the Annual Return is made, e.g. up to 30th September.

*  28 days after ARD the Annual Return must be filed electronically within 28 days from ARD.

*  28 days after electronic filing the original signed signature pages must be received by the Companies Registration Office (CRO) within 28 days from the 

    date on which the Annual Return was filed electronically.

*  First Annual Return does not have to file 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, + or – 7 days.

*  Nine month rule means that companies must file their FS within a maximum of 9 months and 28 days of the end of their financial year, known as the 9

    month rule.

*  Financial Statements must be filed electronically before or on day original signed signature pages are received by the CRO.

*  Financial Statements size is restricted by the CRO to a maximum of 5mbs.

*  Signatures for Annual Return are one Director and the Company Secretary.

*  Signatures for Financial Statements must be typed.

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Posted on by | Kathryn-Maybury

Thinking of becoming a Director? Think before you leap!

Posted in Category(ies): Directors

Thinking of becoming a Director?

Think before you leap!

 

Who thinks about becoming a Director

Running your own business may leave you without any choice but, to become a Director. For some it is perceived as a gentle wind-down towards retirement. For others it is a way of giving something back perhaps by becoming a Director of a State Board. Everyone has their own individual reasons on why they may wish to become a Director but, ensuring each person has the ability to integrate the additional time commitments into their existing business or personal lifestyle is an essential first step.

 

What do you hope to achieve by becoming a Director?

Becoming a Director is no longer the sinecure it once was as Legislators (in Ireland and EU) aim to increase the personal liability of individual Directors, and companies themselves recognise the value of a good Board, and achieving sound corporate governance. Wanting to become a Director in the expectation of a relatively benign wind-down at retirement is a non-starter.

A prospective Director should question their motives, and abilities before going further.

  • Are you willing to take on the onerous personal responsibilities, and obligations of a director?
  • Do you have the relevant skill set, and if not, are you willing to upskill or train as required?
  • Can you envisage yourself as an active member of a Board?
  • Do you know anyone currently acting as a Director who could give you a portrayal of how they find the role in real life?

 

Why bother?

Acting as a Director will invariably include moments of frustration and irritation but, so does anything in life, including life! Learning about a company from the inside out, making a positive impact on the dynamics of a company, interacting with your peers, the satisfaction of working with a well-balanced Board, and enthusiastic Management Team can make it all worthwhile.

Get it right and you will feel a million dollars knowing you are making a real and positive difference to a company, and its future. How many of us get such an opportunity to have such a tangible effect in the business world today?

Are you up to take such a leap?

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Posted on by | Kathryn-Maybury