Top Ten Co Sec Points for 2019

Every January we set out ten points to consider from a company law and company secretarial practice perspective. These are practical points for all firms to consider that may bring some benefit to the services you provide. As always if we can be of any help please feel free to contact any one of the team on 059 9186776 or email cosec@clscs.ie

  1. Changes to Audit Exemption
  2. District Court Applications
  3. Errors Filing Financial Statements
  4. Brexit and Company Law
  5. Beneficial Ownership Register
  6. Company Secretarial Review
  7. One Director companies & Company Secretary
  8. Update your templates
  9. New Constitutions
  10. New CORE System

 

  1. Changes to Audit Exemption

The Companies (Statutory Audits) Act 2018 made changes to audit exemption. A company that has missed its filing deadline may file the late financial statements audit exempt (if entitled) and pay the late filing penalties and the company will lose audit exemption for the following two financial years. Otherwise, the company may apply to the District Court for an extension of time to file the late annual return.

If a company is late and has not yet filed its annual return and the company was entitled to file audit exempt financial statements before it missed the deadline, then the company may file those financial statements as audit exempt and will have to have the following two financial years audited.

For more information, click here

  1. District Court Applications

The Companies (Statutory Audits) Act 2018 made no change to Sec 343 of the Companies Act 2014 so companies that have missed the filing deadline may still make an application to the District Court to extend the time to file the annual return and avoid the loss of audit exemption and late filing penalties.

For more information on making a District Court Application, click here

  1. Errors Filing Financial Statements

Presenters have got through two busy filing periods for annual returns and financial statements and in most cases without any issue. However, some presenters are discovering the signature pages were not filed on time or have gone missing or the financial statements were not uploaded on time and are now late.

Other issues we have come across is where the incorrect financial statements have been uploaded in CORE. This could be the incorrect version or the full financial statements are uploaded in error.

This may be rectified by filing a B1X form to rectify the error. However if the company wants to have the incorrect financial statements removed from the Register, an application must be made in the High Court.

  1. Brexit and Company Law

Brexit is dominating the news and depending on what course is taken, it may have an impact on businesses in Ireland. The main points to consider are if the UK leaves the EEA then UK directors of Irish registered companies will be required to take out a non-resident bond, obtain a real and continuous link from Revenue or to appoint an EEA Director.

There may also be an increase in branches being registered in Ireland where UK companies do not want to register a company in Ireland and want to use the branch as an alternative. For more information click here

  1. Beneficial Ownership Register

We highlighted this in our list last year and many companies have yet to establish a Beneficial Ownership Register. This should be a priority for all companies in 2019.

The establishment of the Central Register has not happened yet but it will be commenced in 2019 and once this is established all companies will have to file the necessary information with the Central Register, which will be maintained by the CRO.

Statutory Instrument No 560 of 15 November 2016, which required all corporate and legal entities to hold adequate, accurate and current information on their beneficial owner(s) in their own register, can be foundĀ  here.

Further information on the central register of beneficial ownership can be found here.

  1. Company Secretarial Review

Most accountancy, solicitors and tax advisors provide some level of company secretarial services to their clients. The company secretarial services may have developed over the years however there may not have been a review of the process and procedures for these services. This may lead to deadlines being missed or important steps not being done or old templates being used.

The start of the year is a great time to review these procedures and update them for recent changes in Company Law and CRO practices.

We would be delighted to assist firms in reviewing the Co Sec function to ensure you are compliant, efficient and help make it a profitable part of the firm. For more information contact Conor on 059 9186776 or conor@clscs.ie

  1. One Director companies & the Company Secretary

We have seen a significant increase in the number of one Director companies in both new company formations and existing companies. These companies require a separate Company Secretary who should have the necessary skills or resources to act as Company Secretary which is leading to many of these companies engaging a company secretarial advisor to act as company secretary. Sole directors of companies who also are the sole shareholder should consider making a will to deal with their shareholding in the event of them passing away.

We can act as the named company secretary for companies who do not have a person to act as the company secretary. For more information on our Named Company Secretary Services click here

  1. Update your templates

Templates are the cornerstone of the provision of any service and company secretarial practice is no different. We constantly review our templates to ensure they are up-to-date and use these to continuously train our team. If you have not had a complete review of your templates this time of year is a good time to start and concentrating on the AGM documentation would be a good start. If you do require templates click here.

  1. New Constitutions

Approximately 25% of companies adopted a new constitution in the transition period of the Companies Act 2014. The companies that did not are now finding they are being required to update the constitution for various reasons in particular when dealing with the bank. Charities are also required to update the company constitution containing the requirements of the Charities Regulatory Authority.

The sample one page constitution does not appear to be suitable for the banks who are requiring specific requirements to be disclosed including provisions regarding borrowing powers.

  1. New CORE System

The CRO are to introduce a new CORE system in 2019. The new system will greatly improve the functionality of CORE and allow a complete electronic filing of annual returns. The new system is due in Q2 2019 and we will keep you updated on the new system and when it will be launched.

 

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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