Loss of Audit Exemption & District Court Application

Changes introduced in the Companies (Statutory Audits) Act 2018 from 21 September 2018 mean that audit exemption is now lost for the following two years where an annual return is filed late and not in the current year. So an annual return that has been submitted late does not lose any potential audit exemption for that year but will not be eligible for audit exemption for the following two years. Any late filing penalties must be discharged as usual to the CRO. This change will avoid a costly and time-consuming audit if the financial statements have […]

Ordinary Resolutions & Special Resolutions

Ordinary Resolution or Special Resolution

We often advise on and clear up the confusion that exists with company resolutions. A resolution is just a formal name for a decision made at a meeting of a company (AGM or EGM) and a written resolution formally outlines the decision made by the members of the company. Special Resolutions and Ordinary Resolutions are governed by Sections 191-198 of the Companies Act 2014. Ordinary Resolution An Ordinary Resolution deals with the standard actions typically associated with running a company and needs a simple majority under the Companies Act 2014, which is not less than 50% […]

Beneficial Ownership Regulations 2019 (BOR)

Beneficial Ownership

The 2016 Regulations came into force on 15 November 2016 and have now been revoked and replaced by the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019 which were passed on 22 March 2019. Key Features of the Beneficial Ownership Regulations Corporate or other legal entities incorporated in the State shall obtain and hold adequate, accurate and current information in respect of its beneficial owners and the nature and extent of the control exercised by them. A Central Register of beneficial ownership shall be established and corporate or other legal entities incorporated in […]

Implementation of Branch Returns Filing with the CRO

On 9th June 2018, the type of external companies obliged to register with the CRO was broadened with the commencement of Section 80 of the Companies Accounting Act 2017. Previous to this, external companies with unlimited liability with a branch in Ireland were not required to register with the CRO. The Companies Accounting Act 2017 has now introduced the requirement that both EEA and non-EEA external, unlimited liability undertakings, which are a subsidiary of a limited liability company are to register with the CRO once they have a branch in Ireland. ALL branches registered with the […]

Sole Trader V Limited Company Considerations

So you have a new business idea and have sketched a brief business plan. What are your options in terms of structure and how do you decide which one is right for you? There are two main options open to entrepreneurs setting up in Ireland – sole trader or limited company. I will briefly outline the differences between the two and the issues you need to consider when making a decision on which structure to choose. Sole Trader Sole trader is the simplest option. To set up as a sole trader, you will need to register […]

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 […]

The Dreaded Annual Return Date (ARD) for Limited Companies!

A limited company’s Annual Return date (ARD) is the date the Annual Return form is made up to for filing with the Companies Registration Office (CRO). The Annual Return form B1 must be filed within 28 days of the ARD otherwise the company’s Financial Statements will be subject to audit for 2 years. The first ARD date is 6 months after the company has been incorporated and cannot be changed. After the company year-end date has been decided, the second ARD can be extended by six months maximum by filing forms B1 and B73. However there […]

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 […]

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 […]

Details required to be displayed on a Limited Company’s Website

Every limited liability company which has a website is required to display the following: The name and legal form of the company The place of registration of the company and the number with which it is registered The address of the registered office of the company In the cast of a company exempt from the obligation to use the company type (Companies Limited by Guarantee/Designated Activity Companies) as part of its name, the fact that it is such a company In the case the company is being wound up, the fact that it is being wound […]