CRO got a reaction they were probably hoping for when they sent out their email on 12th October 2017 announcing “CRIMINAL PROSECUTIONS HAVE BEEN COMMENCED “.
A lot of directors and presenters started asking “what was the chances of them or their companies being prosecuted by the CRO?” Even the title of the email was enough to startle people!
The CRO issued 20 summons against companies and will take these cases against the companies before issuing more proceedings. It will be interesting to see the reaction of the judges to these summons. These are the first proceedings the CRO have taken since the Companies Act 2014 was commenced.
Who can be prosecuted?
Any company that is late filing an annual return. The CRO will focus on companies that have a poor filing history. These are companies that for various or strategic reasons do not file on time but don’t get struck off. The summons is issued against the company itself and not the directors.
The Offence
The offence is a category 3 offence and carries fines of up to €5,000. The fine will depend on the evidence given by the CRO official and the opinion of the Judge. This can be mitigated if the directors can show the outstanding annual returns have been filed.
District Court Application
The CRO have advised that where the Registrar has commenced criminal proceedings for late or non- filing of annual returns, any subsequent applications by the company concerned under section 343(5) Companies Act 2014, will be objected to by the Registrar on the basis that proceedings have already been commenced against the company for the said late filing of annual returns.
What to Do if You Receive a Summons
Don’t ignore it!! The company should engage a solicitor or barrister to represent the company in court. CLS can assist with engaging an experienced solicitor to represent the company in court.
The company should do everything it can to file the outstanding annual return and audited financial statements and pay the late filing penalties. The company will still have to attend court despite filing the annual returns but it may help to mitigate the fine imposed by the court.
I have a poor filing history
If your company has a poor filing history or you’re a presenter and some or all of your companies have a poor filing history then you are increasing your chances of receiving a summons. Any companies that have a poor filing history should take every step to start filing on time and avoid prosecutions.
Involuntary Strike Off
The CRO have reduced the period from when a company is late to commencing strike off proceedings from 300 days to 240. They have intend to reduce this back to 200 days in the coming months so companies will have even less time to filing late returns. The 240 days starts after the filing deadline which is 28 days after its ARD.
How Can CLS Help
We can assist with engaging an experienced solicitor to represent the company and try mitigate any fines imposed by the court. For more information please feel free to contact Conor or Amy on 059 9186776.
Please Note:
Our CLS Insights aims to bring you practical information and news on Company Law and Company Secretarial. We cover the topics that matter to your business and give practical tips and also the benefit our experiences. Please remember this article is a guide and legal advice should always be obtained. If you have any queries please contact one of the team and we would be happy to help.
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