We start every new year highlighting 10 Company Law and Company Secretarial points to consider for 2024.
- CRO Enforcement
The Companies Registration Office recommenced its enforcement proceedings in July 2023. The CRO issued 10-week warning notices to companies that had the most annual returns outstanding and have continued with issuing notices to companies on a weekly basis. The first round of voluntary strike off’s will commence in January 2024. The CRO may also recommence the prosecution of companies for failure to file on time instead of bringing involuntarily strike off proceedings.
See our recent article on what options a company has after receiving a 10-week warning letter
- Involuntary Strike Off
As mentioned above, the CRO are issuing approximately 1,000 notices per week to companies that are late filing annual returns. All late companies should be contacted by mid-2024. If a company does not file the outstanding annual returns and financial statements, they will be placed on the strike off list and have 8 weeks to bring the company up to date otherwise the company will be struck off the register.
- Corporate Enforcement Authority Prosecutions
The CEA will recommence taking disqualification proceedings against directors of companies struck off involuntarily. The CEA 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.
Directors may accept a disqualification undertaking instead of going to Court and appealing against the disqualification proceedings. The typical length of the disqualification is 5 years however we have seen longer terms.
The CEA commented on its enforcement proceedings in the Sunday Business Post in July 2023
- Missed Annual Return Deadlines
If a company has missed its filing deadline,
- it may file the annual return and financial statements late, pay the late filing fees and loose audit exemption for the following 2 years or
- apply to the District Court.
For more information on the options a company has if it missed its filing deadline see our article . If a company does not file the outstanding annual returns within 180 days of its filing deadline it will be placed on the strike off list.
- District Court Applications
A company that is late filing its annual return may apply to the District Court if the late return has not yet been filed. The company must have a valid reason for not filing the annual return on time and not be a frequent late filer. If the company does intend on applying to the District Court, please try and not leave it until just before the company is due to be struck off to apply as it might not have enough time to make the application.
Click here for more information on the District Court Application process
- PPSN for Directors
Most companies have filed an annual return with PPSN details for the directors. Presenters should check that all annual returns have been registered and not returned due to PPSN issues. If you do have any issues with the PPSN details for directors you can email the CRO. CROdirectorID@enterprise.gov.ie
- Updating the Register of Beneficial Owners
Companies are good at filing the initial RBO filing as most banks require the filing to be made before opening a bank account. However, it appears that companies are not as good at keeping the RBO up to date if there have been any changes in the beneficial ownership details of the company which should be updated within 14 days of the change.
Access to the RBO is still restricted to designated persons only and if you require access you must apply to the RBO for access if you are a designated person.
- Changes to Audit Exemption
We are still waiting on the draft Bill containing the proposed changes to the audit exemption regime that companies may file late once in a 5-year period and still retain audit exemption. Hopefully it will be passed as soon as possible as it is a helpful provision for SME’s.
- Companies Covid-19 Act Temporary Provisions Extended
These temporary provisions are due to be placed on a statutory basis and are scheduled to be included in a draft Companies Bill in Spring 2024.
- Voluntary Strike off & Restoration
If a company has ceased to trade or is never traded and has less than €150 in assets and liabilities it may apply for voluntary strike off.
If a company has been struck off it may apply for an administrative restoration within 12 months or a High Court Restoration after 12 months and within 20 years.
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.
NB: The content of this article is provided for information purposes only and does not constitute legal or other advice.
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