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The 2016 Regulations came into force on 15 November 2016 and have now been revoked and replaced by the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019 which were passed on 22 March 2019.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 […]

A SURE INVESTMENT – STARTUP REFUNDS FOR ENTREPRENEURS

SURE – Startup Refunds for Entrepreneurs is a tax relief incentive scheme. You may be entitled to an income tax refund of up to 41% of the capital that you invest in your own company under SURE. Depending on the size of your investment you may be entitled to a refund of income tax paid over the 6 years prior to the year in which you invest. Main Conditions The conditions for SURE are that an investor must: Establish a new company carrying on a qualifying trading activity Have mainly PAYE income in the previous 4 […]

Involuntary Strike Off Reasons

The Companies Registration Office (CRO) can have a company struck off its Register if: The company has failed to make an Annual Return. The CRO believe that the company does not have: A European Economic Area (EEA) resident director or A Section 137 Bond if the director is non resident in the EEA or A real continuous economic link to the State. The company is being shutdown and the CRO believes that no liquidator is acting. The company is being shutdown and the CRO believes the company is fully shutdown and returns by the liquidator have […]

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 […]

Shareholders Agreement

A shareholders agreement may be loosely defined as an agreement (contract) between some or all of the shareholders in a company and sometimes the company itself, which is intended to govern the rights and obligations of the parties thereto. Frequently, shareholders agreements will also deal with the management of the company. When setting up a new company the provisions of a shareholders agreement should be agreed between the shareholders before the business commences. The advantages of using a shareholders agreement are: It ensures secrecy for those provisions which could be publicly sensitive. Often shareholders agreements include […]

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 […]

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