High Court judges will not be over the moon about the new proposal in the forthcoming new Companies (Statutory Audits) Bill 2017, effectively moving the Section 343 District Court application to waive the CRO late filing fee and hold onto audit exemption to the High Court.
You can still make this application in the District Court but the plan is that the court will only relieve you of the late filing penalty and you will be deemed to have lost your audit exemption.
Most companies can live with the late filing penalty but the thing that hits hardest is the immediate requirement to appoint an auditor in respect of a company that was audit exempt.
This is the second major piece of legislation that will amend the Principal Act, the Companies Act 2014 which was commenced here on 1st June 2015 and introduced a new application that could be made in the District Court in respect of companies that are late with their statutory filings in the companies registration office.
Prior to that and since 2002 companies could apply to the High Court to extend their annual return date but it appears that absolutely nobody made that application!
The law was changed to make the application more user-friendly and less expensive in the local District Courts and in or around half of 1% of the total corporate population make this application each year requesting a District Court Judge to exercise their discretion to extend the annual return date in respect of the late filing of statutory CRO returns. Basically companies have one bite at the cherry, this isn’t an application you can keep making every year as it’s on notice to the Registrar of Companies and it’s not going to wash if you use this application more than once in a five year period.
Heather Humphries, the Minister for Business and Innovation, the Minister responsible for company law has now put forward proposals in the Companies Bill 2017 that in all likelihood will see the end of the Section 343 application in that it is proposed to raise the bar that an applicant be required to show that exceptional circumstances exist for the granting of such an order to extend the annual return date and to allow the company hold onto its valuable audit exemption.
It’s the law, if you are late with your statutory returns with the CRO not only do you suffer a substantial late filing penalty but you lose your audit exemption and are immediately required to appoint an auditor for the next two years.
The Companies Accounting Act 2017 introduced a new definition for small companies basically a company with a turnover below €12 million and also introduced an even smaller micro company, which is a small company with a turnover below €700,000 and these companies have much reduced filing requirements in the CRO and don’t need an auditor provided they are on time with the statutory return.
Maureen O’Sullivan will be formally appointed in May 2018 as the new Registrar of the Register of Beneficial Ownership of Corporate Entities on foot of the 4th and 5th Anti –Money Laundering Directives.
The Revenue Commissioners will be appointed the new Registrar of Beneficial Ownership of Trusts!
The Central Bank will be appointed the new Registrar of beneficial ownership of the Irish Collective Asset-Management Vehicle Companies
210,000 or more Irish corporates will be required to e-file particulars of their beneficial owners by 30th October 2018 !
In or around 600,000 members or shareholders of Irish companies who since 2016 have already “acquired” new statutory duties requiring them to comply with the latest Anti Money Laundering Beneficial Ownership of Corporate Entities Regulations 2016 and will now come under the spotlight to do “certain things” most likely by 30th October 2018 or face sanctions !
It’s inevitable that the new Beneficial Ownership Regulations will be enforced in 2018!
The Rules of the Superior Courts and the Companies Acts set out the practice and procedure to bring over 200 court applications under the Companies Act 2014. The Top 10 Applications are as set out here below:
- The Section 212 Shareholder Dispute Remedy
- Formally Section 205 of the Companies Act 1963
- The Practicalities
- The Procedural Requirements
- Format and Content of the Application
- The Proofs, The Rules
- Latest Case Law
- Costs of the Application
- The District Court Application to waive CRO late filing fees
- Key prediction, this will be a hugely “asked for” application in 2018
- More company directors will be prosecuted in 2018 for non-compliance
- Restoring a Company to the Register, The Creditor & Company Application
- Thousands of Companies Have Already Been Struck off the Register
- Particularly Relevant in Debt Collection Cases
- Property Management Company Cases, The Need to Restore
- An A-Z on How to Perfect This Application
- Discovering the Beneficial Owners of Companies
- New Regulations from Brussels
- Invoking Your Statutory Remedies
- The Section 797 Application, Making Companies Compliant
- Applicable to over 500,000 Company Directors and over 200,000 companies
- Drafting the 14 Day Warning Notice
- The Rules of the Superior Courts
- Relevant Case Law
- The Section 797 Application in Debt Collection Cases
- Defending a Section 819 Restriction Application
- Formally the Section 150 Application
- Relevant Case Law, The Role of the ODCE
- Defending a Section 842 Disqualification Application
- Formally the Section 160 Application
- Total Prohibition on Acting as a Director or Manager of any Company Whatsoever
- The Winding up Petition
- The 21 Day Warning Letter
- The Statutory Definition of Insolvency
- Practice and Procedure in the High Court
- Property and Apartment Management Company Disputes
- The Circuit Court Application
- Utilising Remedies in the Multi-Unit Developments Act 2011
- Transferring the Common Areas to the Management Company
- The New Mediation Act 2017
- The Section 14 Obligation for Solicitors & The Section 15 Obligation for Barristers, Fees and Costs
- Great Debt Collection Remedies in Company Law
- Discover highly effective debt collection remedies in company law and the rules of the Superior Courts to maximum advantage
It’s all about to change Again!
Two new 2017 Companies Acts were already enacted here in June 2017 !
The Companies Act 2014 will now be amended by the LATEST new Companies (Statutory Audits) Bill 2017, published in the Oireachtas on Monday, 6th November 2017 and heading towards a Spring 2018 enactment and commencement into law.
Company directors will then need to be aware of the statutory provisions found in the new Company Law Rulebook comprising:
- The Principal Act, the Companies Act 2014
- Companies (Accounting) Act 2017,
- Companies (Amendment) Act 2017,
- Companies (Statutory Audits) Bill 2017
Most Irish companies are totally oblivious to the new EU Regulations requiring them to maintain Registers of Beneficial Owners, to keep that information on a specific register and then arrange for it to be transmitted directly, electronically, into the new Central Registry, which will be situated at the Companies Registration Office in Dublin. However, because it’s not a company law requirement, this information will be stored on a completely separate register to that maintained by the Registrar of Companies.
The new requirement to file this information in the Central Registry is coming here in Early 2018! It’s mandatory and most importantly it’s been a legal requirement here since 15th November 2016 and it’s inevitable that the softly softly approach presently adopted is guaranteed to change later next year. Expect more by way of enforcement, sanction and even spot checks on companies by officials from the anti-money-laundering units associated with the Department of Finance and the Department of Justice!
Accordingly, all companies need to review their position and if necessary Regulation 6, 8 and 10 Notices need to be prepared immediately and dispatched to the relevant members of the Company. These new regulations also apply to companies limited by guarantee, Co-Op’s and Industrial and Provident Societies.
Most Company directors still don’t appear to be aware of the two great benefits that follow from a successful application to the local District Court to extend the date for the filing of an annual return that’s late!
The No.1 advantage is that the company gets to keep its very valuable audit exemption and now that audit exemption is available to “small companies” with annual turnover sales below €12 million. Audits have just got a lot more expensive and complicated and the latest Companies (Statutory Audits) Bill 2017 will bring even more formality to the table !
Irish companies have paid millions over the years in late filing fees and a successful application means that the late filing penalty of up to €3, 600 is waived.
The application can be made in any local District Court where the registered office is situated. However, that is liable to change with new proposals in the new Companies Bill 2017 to require this application to be brought in the High Court.