We start every new year highlighting 10 Company Secretarial and Company Law points to consider for 2023.
- PPSN for all Directors
We really try not to start the list with a negative, however this will be the biggest challenge all CRO presenters will face in 2023! So, what is the new requirement?
Every director will be required to disclose their PPS number on all: –
- A1 (incorporations)
- B1 Annual Returns &
- B10’s
If you remember the nightmare of the RBO then it may be revisited! Only if you leave it to the last minute! So, what is the best way to prepare for the new requirements.
Our advice is:-
- Start today!
- Contact all clients and advise them of the new requirements
- Check each client to see if they have been listed on the RBO successfully
- If so then it will be matching that information with what has been filed on the CRO to what is recorded with the Department of Employment Affairs and Social Protection (DEASP)
- If the director details need to be amended this will take time and the director will have to contact DEASP directly
- If the director has never used its PPSN on a filing, they should check the DEASP to ensure their information matches with the CRO details
- If the director does not have a PPSN then they will have to apply for a transaction number similar to the RBO transaction number. The CRO will confirm what the process for this shortly.
We will provide more detail on the process once it has been confirmed by the CRO, but it is never too early to start working on this.
- Missed deadlines & District Court Applications
Unfortunately, this point appears on the list every year. If a company has missed its filing deadline, wants to retain its audit exemption and/or avoid paying late filing penalties then the District Court is the only option. As we highlight in a previous article, please don’t file the late return if you intend on applying to the Court!
- Involuntary strike off
CRO have recommenced involuntary strike off. Companies that have more than 1 annual return late will be subject to enforcement proceedings. With these proceedings being paused during Covid, there are many companies on the Register that have outstanding annual returns that would normally have been struck off by now. To avoid being struck off, companies must file the late annual returns with (audited) financial statements and pay all the late filing penalties or make an application to the District Court seeking an extension of the filing deadlines.
- Voluntary Strike Off
Companies that have ceased to trade and satisfy the voluntary strike off criteria should make an application to have the company voluntarily struck off the register in advance of its next annual return date. For more information click here
- Updating the RBO & Change to Access
If there has been any change in the beneficial owners of a company, be it the shareholding, voting rights, control, or the SMOs (Senor Managing Officers) then the internal and central RBO should be updated within 14 days of the change.
The RBO has recommenced enforcement proceedings with five entities convicted and fined €3k each & 4 pleaded guilty and Probation Act applied in 2022.
Designated persons must report both non-compliance and discrepancies to the RBO.
In light of a recent case access to the RBO has been restricted to only designated persons. In order to obtain access designated persons must apply to the RBO to obtain access. For more information click here
- Non-Resident Bonds Renewal
Most of the Brexit bonds were taken out from January 2021. These bonds lasted for a 2-year period and now must be renewed, a Real and Continuous Link obtained, or an EEA Resident Director appointed. If you need to renew a bond, please feel free to contact us and we will arrange this for you.
- Unlimited Companies Filing Requirements
Any unlimited companies with limited liability subsidiaries will be required to file its financial statements for financial years commencing on or after 1st January 2022.
Always check that the Unlimited Company is entitled to claim the filing exemption before filing.
- Companies Covid-19 Act Temporary Provisions Extended
Only two of the temporary measures in the Companies (Miscellaneous Provisions) (Covid-19) Act 2020 have been extended to 31 December 2023. These measures relate to the holding of AGM & general meetings electronically and the threshold at which a company is deemed unable to pay its debts.
- Early Warning Tools and Restructuring Frameworks
The Corporate Enforcement Authority (“CEA) have recently published an Information Note on the topic of Early Warning Tools and Restructuring Frameworks. The purpose of the document is to provide assistance to company directors in understanding certain aspects of the European Union (Preventive Restructuring) Regulations 2022.
Specifically, the Information Note has been prepared with a view to assisting company directors to understand:
- the importance of maintaining adequate accounting records,
- what is meant by a company being in financial difficulty, being unable to pay its debts and being insolvent respectively,
- specific aspects of company directors’ duties where a company is in financial difficulty, and
- the potential consequences of non-compliance with company directors’ duties.
For more information click here
- Corporate Enforcement Authority Activity
The Corporate Enforcement Authority have been very active since they were established in July 2022, and we expect this activity and investigation into Company Law breaches to continue for 2023. For more information on their activities click here
Hopefully this list will be helpful and if we can help out in with any of the above, please feel free to contact any of the team on 059-9186776 or info@clscs.ie
Note: The content within the newsletter is provided for information purposes only and does not constitute legal or other advice.
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