CRO Annual Returns Prosecutions

The CRO have recently begun prosecuting companies for being late or failing to file their Annual Returns with them as they are legally required to do. The summons is issued against the company and not the directors. The offence is a category 3 offence and fines have already been levied by the District Court at between €1,300 and €5,000 the maximum amount. These prosecutions have been selected by the CRO based on the poor filing record of these companies to date and the amount of late filing fees that they have paid. The CRO have advised […]

Setting up an Irish Limited Partnership

The Limited Partnerships Act 1907 regulates partnerships in which some members have limited liability for the debts of the partnership as their liability is limited to the extent of the amount of capital contributed by them to the partnership. A partnership may be made up of natural persons and bodies corporate. It is not a separate legal entity and accordingly has no legal personality separate and distinct from the partners who form the partnership. Therefore the partners can be sued in their own names. To form a limited partnership in Ireland, the partnership must have at […]

Fraud Squad Warning for Limited Companies, Register of Beneficial Ownership and Potential Penalties

Register of Beneficial Ownership

Under the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2016 (the ‘Regulations’), all Irish companies are now required to set up and maintain a Register of Beneficial Owners. Failure to comply with the Regulations, by a relevant entity or the relevant individual is a criminal offence and can result in the imposition of a fine of €5,000 on summary conviction. There will be a three month period from 26 June 2017 to file the information with the Central Register without being in breach of the duty to file. After 26 September 2017, a […]

What Qualifiction does a Company Secretary Need?

Company Secretary Qualifications

The secretary of a private company is not required to have any formal qualifications. However, the directors must take all reasonable steps to ensure that the secretary has the skills necessary to discharge his/her statutory and other legal duties and such other duties as may be delegated to the secretary by the directors. Directors of a public limited company must take all reasonable steps to ensure that the secretary is a person who appears to them to have the requisite knowledge and experience to carry out the functions of secretary and who: for at least three […]

What You Need to Know If You’re Overseas and Thinking of Forming a Company in Ireland?

The economy in Ireland is recovering well from the 2008 crash. And as a result, Ireland is attracting significant foreign investment. If you’re overseas and thinking of forming a company in Ireland, what do you need to know? Getting a registered office address You can go through the legal process of setting up a company in Ireland from anywhere in the world provided that you can supply a registered office address in Ireland. The registered office address is the legal address for the company. Many company formation specialists can provide a temporary registered office address to […]

COMPANIES ACT 2014 – AUDIT EXEMPTION AND FINANCIAL STATEMENTS

Comapnies Act 2014

The audit regime has been made easier as under the Companies Act 2014 audit exemption is now available to small companies, parents and subsidiaries in small groups, companies limited by guarantee, certain unlimited companies and dormant subsidiaries. The qualifying criteria for a small company are satisfied by a company in relation to a financial year in which it fulfils 2 or more of the following requirements:       Small Company Thresholds       Turnover   €8.8 million Balance Sheet   €4.4 million Average No. Employees   50   Unfortunately a company loses ‘small’ status […]

COMPANIES ACT 2014 – DIRECTORS’ LOANS AND UNLIMITED LIABILITY

Comapnies Act 2014

LOANS TO DIRECTORS Under the Companies Act 2014 loans, quasi-loans or other arrangements, such as entering into a transaction as a creditor on behalf of the director of the company or of its holding company, or providing guarantees or any other security in connection with a loan, quasi-loan or credit transaction, are prohibited to directors or parties connected to directors except under the following circumstances: The value of the arrangement is less than 10% of the company’s relevant net assets as determined by its latest statutory financial statements as laid before its AGM. Where the company’s […]

COMPANIES ACT 2014 – OFFENCES AND PENALTIES

Comapnies Act 2014

Under the Companies Act 2014 four Offence Categories have been established with associated penalties for each category. Category 1 offences can result in imprisonment for up to 10 years and/or a fine of up to €500,000 on conviction on indictment or on summary conviction imprisonment for not more than 12 months and/or a fine not exceeding €5,000. Category 2 offences can result in imprisonment of up to 5 years and/or a fine of up to €50,000 on conviction on indictment or on summary conviction imprisonment for up to 12 months and/or a fine not exceeding €5,000. […]

COMPANIES ACT 2014 – STRIKE OFF AND WINDING UP

Comapnies Act 2014

Liquidators must now be qualified to act and the Companies Act 2014 sets out the qualification provisions. Voluntary strike off is now given statutory recognition and members must pass a special resolution to apply to have the company voluntarily struck off the Register of Companies in the Companies Registration Office. To petition the High Court to have a company wound up, a creditor must have an undisputed debt of at least €10,000. The Act also establishes the grounds to strike off a company, which includes a provision that where a company is wound up and the […]

Companies Act 2014 Conversion and Audit Exemption

As most company directors are by now aware the new Companies Act 2014 came into force on 1 June 2015. Companies have to change status under the new legislation and undergo a conversion process generally to a Private Company Limited by Shares (LTD) or a Designated Activity Company  (DAC). It is estimated that over 96% of companies will be taking the LTD option. The main advantages to becoming an LTD are: The company need only have one Director. However the Company Secretary cannot be the sole Director. The company will no longer have to operate within […]

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