At the start of each year, we highlight some Company Law and Company Secretarial Points to consider. See below some points to consider for 2025:-
1. Audit Exemption
- The provision allowing a micro or small company may file late once every 5 years with no loss of audit exemption has not yet been commenced.
- The CRO need to make changes to CORE to allow for the new provision and hopefully will be commenced as soon as possible.
2. Options if a Company is Late filing
- If companies have missed an annual return filing deadline it has the following options:-
- Apply to the District Court for an extension of time to file the late return
- File late return, pay late filing fees and (if audit exempt) loose audit exemption for next 2 financial years
- Place the company into a members or creditors voluntary liquidation
- Allow the company to be struck off involuntarily (not to be advised due to the risk of disqualification of the directors)
- If companies have missed an annual return filing deadline it has the following options:-
3. Change to Size Thresholds for companies
- European Union (Adjustments of Size Criteria for Certain Companies and Groups) Regulations 2024 increased the balance sheet and turnover thresholds for ‘micro’, ‘small’, ‘medium’ and ‘large’ companies in the Companies Act 2014 by 25 per cent.
- The legislation came into effect from 1st July 2024 and the measures apply for financial years beginning on or after 1 January 2024, enabling companies to benefit from the adjusted thresholds immediately.
- Companies may have elected to apply the measures on or after 1 January 2023.
- The new thresholds may allow companies avail of the abridgement financial statement exemption and or audit exemption so presenters should check what type of financial statements should be filed.
4. Charities (Amendment) Act 2024
- Ten sections of the Charities (Amendment) Act 2024 were commenced on 27 January 2025
- For more information on the Act click here
5. B10 Filing Issues
- The CRO issued a guidance note on completing B10 forms correctly
- They are focusing on the use of electronic signatures which are not permitted
- CRO are also focusing on the dates the form was generated, signed and dated
- For more information on the guidance note click here
6. Updating Constitutions
- The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 placed the temporary provisions for holding members meetings electronically on a permanent basis.
- Companies may choose to include some or all these provisions in the company constitution and any changes should be approved by the members passing a special resolution.
7. Voluntary Strike Off
- A company that has ceased to trade or never traded may apply to the Registrar of Companies to be struck off the Register.
- A Letter of No Objection from Revenue is required as part of the application and it is taking a couple of weeks to be issued (was 4-6 months last year)
- LONO Form must be completed (available on the Revenue website) and email application & form to LetterOfNoObjection@revenue.ie
8. Involuntary Strike Off
- The process for striking off companies with late annual returns was paused in February 2024 and is due to be re-commenced in 2025
- CRO have started striking off companies that do not appear to have a director or company secretary
- Any company that has an annual return outstanding will be subject to enforcement with companies with the most outstanding annual returns will be the focus of the CRO
9. CEA Enforcement Proceedings
- CEA will recommence taking disqualification proceedings against directors of companies struck off involuntarily
- They will focus on companies that:-
- Had debt outstanding when struck off involuntarily or
- against directors who were directors of multiple companies that were struck off involuntarily.
- CEA issued an Information Note on Disqualification of Directors Under Company Law click here for more information
10. Companies House UK
- New powers under Economic Crime and Corporate Transparency Act 2023 enable them to query and remove false, misleading or incorrect information from our registers
- In October 2024, they introduced new financial penalties for companies that do not comply with their legal responsibilities
- Introducing our new identity verification process in 2025
- To keep up to date with the changes click here
NB: The content of this article is provided for information purposes only and does not constitute legal or other advice.
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