news and events
At Beacon, we like to keep our visitors up to speed with the latest happenings in the world of Company Registrations and Compliance.
Please visit regularly for updates.
latest news
The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024
The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (“the Act”) has been signed into law and most of the new provisions came into effect on 3rd December 2024.
Some of the notable amendments to the Act include:-
Electronic and Hybrid meetings
The Act incorporates new provisions to allow companies to hold virtual meetings. It should be noted that Companies may need to review and amend their constitution if they want to provide for these new provisions or if they do not want to allow for such meetings.
Execution under seal in counterpart
Companies may now execute documentation under seal in separate counterpart pages.
Involuntary Strike Off
Three additional grounds for involuntary strike off have been introduced and allow the Registrar of Companies to initiate the involuntary strike off procedure where a company:
1. fails to notify the Registrar of the situation of its registered office;
2. has no company secretary recorded on the Register of Companies; or
3. fails in its duty to file with the Register of Beneficial Ownership.
Restrictions on directors of insolvent companies
A declaration issued by the court can now restrict any director of an insolvent company in being appointed or acting as a director of any other company.
Company Restoration
Under the Act there are three additional requirements which must be provided to the CRO when making an application for restoration:
1. Proof that the company has a registered office;
2. The company must show that it has a company secretary; and
3. A letter of no objection must be obtained from the Registrar of Beneficial Ownership.
If you have any queries on these new provisions, please contact Carol Dwyer cdwyer@bcos.ie Sharon Spendlove sspendlove@bcos.ie or Emma Doyle edoyle@bcos.ie
COMPANIES REGISTRATION OFFICE CHRISTMAS 2024 DEADLINES
The CRO will endeavour to process all applications as quickly as possible, however, in order to give your applications the best chance to be registered prior to the 2024 Christmas holidays, the suggested deadline dates are as follows:
Fé Phráinn Online Scheme – 9th December 2024
Ordinary Online Scheme – 2 December 2024
Change of Name – 9th December 2024
Re-registration – 9th December 2024
Company Name Reservations – 15th December 2024
All applications received by the CRO will be processed in strict date order
If you require help with any filings at the CRO please contact either Carol Dwyer at cdwyer@bcos.ie, Sharon Spendlove at sspendlove@bcos.ie, Emma Doyle at edoyle@bcos.ie or Emma Dwyer at edwyer@bcos.ie.
30th September 2024 Annual Return Filing
The busiest period for filing annual returns is fast approaching for those companies whose annual return is dated 30th September 2024. Those companies must file their annual return with their financial statements at the Companies Registration Office (“CRO”) no later than 25th November 2024.
Failure to file an annual return before the deadline can have consequences:
Late Filing Penalty
Annual returns which are filed late with the CRO incur an initial late filing penalty of €100 for the first day after the company’s filing deadline, and this accrues at a daily rate of €3, up to a maximum of €1,200 per return, until the annual return is filed.
Loss of Audit Exemption
Failure to file an annual return and accounts on time, will result in a company losing its audit exemption for the next two years.
Prosecution of Companies and Directors
Directors of a company who fail to file the company’s annual return may be prosecuted under S865 of the Companies Act 2014 and can face a fine of up to €5,000 for late filing.
Involuntary Strike Off
Failure to file an annual return, may result in the Registrar beginning involuntary strike off proceedings against a non-compliant Company.
If you require help with the filing of your annual return and accounts at the CRO please contact either Carol Dwyer at cdwyer@bcos.ie, Sharon Spendlove at sspendlove@bcos.ie or Emma Doyle at edoyle@bcos.ie.
Adjustments in Size Criteria for certain companies and groups
The European Union (Adjustments of Size Criteria for Certain Companies and Groups) Regulations 2024 have increased the balance sheet and turnover thresholds for ‘micro’, ‘small’, ‘medium’ and ‘large’ companies in the Companies Act 2014 by 25%.
These adjustments will result in more companies falling within the category of micro or small and will therefore benefit from audit exemption.
The new Regulations come into force on 1st July 2024 and the new thresholds will apply for the financial years commencing 1 January 2024. Companies may also have the option to apply them from 1 January 2023 in certain circumstances.
The size threshold criteria for certain companies and groups will increase as follows:
Micro company: A balance sheet not greater that €450,000 with a net turnover of €900,000 and 10 employees.
Small company: A balance sheet no greater than €7.5 million with a net turnover of €15 million and 50 employees.
Medium sized company: A balance sheet must be no greater than €25 million with a net turnover of €50 million and 250 employees.
Large company: A balance sheet no greater than €25 million with a net turnover of €50 million and 250 employees, or that exceeds the thresholds for a medium company.If you have any queries on these changes, please contact Carol cdwyer@bcos.ie, Sharon sspendlove@bcos.ie or Emma edoyle@bcos.ie.
VOLUNTARY STRIKE OFF
If a company has ceased trading or has never traded it can apply for voluntary strike off at the CRO, provided all of the following conditions are satisfied:
• the company has delivered all outstanding annual returns to the CRO;
• the amount of any assets or liabilities of the company does not exceed €150;
• the company delivers a letter of no objection to the CRO from the Revenue Commissioners dated not more than three months before the date of application for strike-off; and
• the company has placed an advertisement of its intention to apply to be struck-off the Register no more than 30 days before the date of application in one daily national newspaper.
At present it is taking approximately 12 weeks to obtain a Letter of no objection from the Revenue Commissioners, therefore Directors need to be mindful if the Company’s annual return date is within that timeframe.
The CRO have not yet issued a date for when strike off notices will begin to be issued again to non-compliant companies, however we understand that this is imminent. We will monitor this and issue any updates from the CRO.
NEW COMPANIES BILL
The General Scheme of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2024 was published in March 2024 and will make some amendments to the Companies Act 2014.
Some of the key changes included are:-
- A company may file their annual return & accounts late once in a 5 year period, without the automatic loss of audit exemption;
- A registered office agent may notify both the Registrar of Companies and the company that they will no longer provide a registered office address for that company;
- The Registrar of the Register of Beneficial Ownership may notify the Registrar of Companies of the failure of a company to make an RBO filing.
Companies and Industrial and Provident Societies will be given the option to hold virtual general meetings on an ongoing basis, making this a permanent feature. The Bill also provides for additional grounds for the involuntary strike off of companies.
It is proposed to give the Corporate Enforcement Authority additional powers regarding information gathering and information sharing between statutory bodies. We will monitor the ongoing progress of the Bill in due course.
register of beneficial ownership (RBO)
Any changes in the ultimate beneficial owner(s) must also be recorded at the RBO within 14 days of the change.
Failure to comply with the above requirements can result in the Registrar commencing prosecution proceedings against the Company.
If you require any assistance with this mandatory filing, please contact any member of the Beacon team.
The results of the Irish Enterprise Awards 2024 are in. We are delighted to announce that Beacon Company Secretaries has been awarded “Independent Corporate Compliance & Advisory Firm of the Year 2024”.
VIRTUAL GENERAL MEETINGS
The extension of the Companies (Miscellaneous Provisions) (Covid-19) Act 2020 related to the holding of Annual General Meetings (AGMs) and general meetings in Ireland by electronic means has been extended to 31st of December, 2024. This will allow companies to continue to comply with their legal obligations and allow members to hold directors accountable.
If you have any questions in relation to the extension of the Companies (Miscellaneous Provisions) (Covid-19) Act 2020, please contact Carol, Sharon or Emma.
CHRISTMAS 2023 DEADLINE FOR INCORPORATIONS, CHANGE OF NAME REREGISTRATIONS AND COMPANY NAME RESERVATIONS
The CRO cannot guarantee that submissions received after the dates set out below will be processed before the Christmas break.
Fé PHRAINN ONLINE SCHEME 12 DECEMBER 2023
A1 ORDINARY ON LINE SCHEME 07 DECEMBER 2023
CHANGE OF NAME 8 DECEMBER 2023
REREGISTRATIONS 8 DECEMBER 2023
COMPANY NAME RESERVATIONS 15 DECEMBER 2023
If you require any assistance with incorporations, change of Company name or Business name registration, please contact Carol cdwyer@bcos.ie or Emma edwyer@bcos.ie
form b1 & ARD - dates
An Irish registered company is required to file an Annual Return (Form B1) with the Companies Registration Office (“CRO”) each year regardless of whether the company has traded or is dormant.
For companies that have an accounting period / year end of 31st December, 2022, their annual return date (“ARD”) is 30th September.
Annual returns must be filed with the CRO no later than 56 days from the company’s ARD. Failure to file an annual return on time will result in a financial penalty of €100 on the first day following the deadline and this accrues by €3 per day up to a maximum penalty of €1,200. In addition, the company will also lose its audit exemption.
The filing deadline for companies with a year end of December 31st, 2022 is approaching on 25th November, 2023. If you require assistance, please contact Sharon, Emma or Carol to discuss this further.
The results of the Irish Enterprise Awards 2022 have been announced. We are thrilled to announce that Beacon Company Secretaries Ltd has been awarded:
Best Independent Corporate Compliance Firm 2022.
Please note that from the 1st March next, the following Forms must be e-filed on CORE:
G1, G2, E2, E2A, E2B, E2C, E3, E4, E5, E6, E7, E8, E9, E11, C6, C7, H1 and H15
Forms which have not been filed on CORE will not be accepted after this date and will be returned for online submission.
For more information please visit www.cro.ie.
