Solicitors and the New Companies Acts

At Least 10 “New Things” Clients Will Require in 2016

The new Section 343 District Court Application

  1. The new Section 343 District Court Application to restore a “Lost” Audit Exemption. This could prove to be a hugely popular new application in the local courts.

Examinership Lite in the Circuit Court

  1. Examinership Lite in the Circuit Court, New Rule 53A, available locally, thousands of companies are insolvent and in need of this rescue remedy but you need to get your paperwork ready now?

The new section 53 High Court Application

  1. The new section 53 High Court Application, enforcement of orders and judgements against companies and their officers, this new application has the capacity to become a powerful new weapon in the armoury of a creditor stung by a company bad debt ?

The new Section 132 Application

  1. The new Section 132 Application to permit an undischarged bankrupt act as a manager or a company director. Hundreds of directors will require this application in future.

Section 212

  1. Section 212 Cases? What happens when shareholders/ directors are embroiled in dispute? New “Corporate Divorce” provisions in the new Companies Act 2014.

Section 52 Application

  1. Defending proceedings brought by a company. The new Section 52 provisions that might require a company give full security for legal costs and may stay all proceedings until security is given.

Making Directors Personally Liable, Section 232

  1. Suing directors personally, the new Section 232 provisions and the new duty on directors to act both “Honestly and Responsibly”. A new remedy for creditors and insolvency practitioners.

The new Section 570 21 day warning letter

  1. The benefits and advantages of the new Section 570, 21 day warning letter?

The Winding up Petition under the Companies Act 2014

  1. How and when to use the new winding up petition and how to get great results from this procedure under the Companies Act 2014?

The new Section 567 Application

  1. The new Section 567 Application for relief against abandoned unliquidated insolvent companies, a creditors remedy worth remembering.

The New Late Filing Penalty Waiver

Company directors 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!

Perhaps the number one advantage is that the company gets to keep its very valuable audit exemption and now that audit exemption looks like it’s heading towards €12 million in respect of accounting periods commencing on or after 1st January 2016, hopefully, after the legislation is enacted and commenced into law!

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 and the application can still be made in the High Court.

 

 

Why are we Getting a New Companies Act 2016

Unlike last year’s big Companies Act 2014, which was driven by the statutory Company Law Review Group, the forthcoming new Companies Accounting Bill 2015 is being driven by Europe.

Its EU directive 2013/34/EU of 26th June 2013 on the annual financial statements and consolidated financial statements and replaces the existing Fourth Directive on annual accounts and the Seventh Directive on consolidated accounts.

However, it’s impossible to introduce over 1448 sections of new law in the Companies Act 2014 without some glitches appearing and the new Companies Bill 2015 will make a number of changes to the Big Act.

Small companies appear set to apply for audit exemption once their annual turnover is less than €12 million and balance sheet below €6 million.

The new Companies Accounting Bill 2015 is comprised of over 50 sections of new law and will change the citation to the Companies Act 2014 to 2015 or 2016!

 

 

How to Restore a “Lost” Audit Exemption

How to Restore a “Lost” Audit Exemption

Thousands of companies are late every year with the filing of their statutory returns and accounts with the CRO and unfortunately it’s a zero tolerance policy. Even if you’re late by just one day, unfortunately, you’ve lost your audit exemption for two years and from 1st June 2015 the companies registration office will no longer be engaging in correspondence with companies appealing the application of the late filing penalty arising from the late filing of the statutory annual return.

In future, companies who are late with their statutory filings will need to instruct their solicitors to bring an immediate application before the local District Court where the registered office of the company is situate pursuant to Section 343 of the new Companies Act 2014 which will permit the company make an application before a District Court Judge to make an order extending the time for the filing of the annual return. Accordingly, keeping the audit exemption and absolving the company of the late filing penalty.

Companies pay over in excess of €10 million each year in respect of late filing penalties and this should be a much utilised application in the local district court. However, it only applies in respect of annual returns filed after 1st June 2015.

Audit exemption, increasing to €12 million?

Audit exemption, increasing to €12 million?

We’ve been waiting for close on 15 years for the new Companies Act 2014 and no sooner than its commenced into law on Monday, 1st June 2015 that we will have yet again another new Companies Act, the proposed new Companies (Accounting) Act 2015, which may increase the audit exemption threshold in the case of the balance sheet total to €6 million and €12 million for net turnover ?

Why don’t we know more?

The fine detail and the exact figures for the new exemption thresholds are currently on the desk of the Minister for Jobs, Enterprise and Innovation and hopefully he will show his hand over the next few weeks as this important new legislation is required to be in place by July 2015 in accordance with the 2013 EU Directive.

Small companies have certainly got a lot bigger overnight and these new thresholds, if introduced at the high end of the EU recommendation will remove large numbers of companies from the audit requirement if they so elect to claim audit exemption under the new Companies Act 2014.

Sadly thereafter, the new Companies Act 2014 will no more be the single companies act that it was supposed to be for much longer. The new citation from July 2015 onwards is likely to be the Companies Acts 2014 to 2015!

With another big EU Directive in the pipeline that citation is almost guaranteed to change yet again next year with the advent of the new Companies (Auditing ) Bill 2015 that will create the new citation for the Companies Acts 2014 to 2016 and practitioners having to deal with three different companies acts in 2016!

It’s also very probable that issues will arise with regard to the practicalities of the new Companies Act 2014 and we can probably expect some possible amending legislation in 2017 also?

 

 

 

 

159 New CRO Forms  The New Companies Act 2014 Changes Everything!

159 New CRO Forms The New Companies Act 2014 Changes Everything!

On Monday, 1st June 2014 all of the 17 Companies Acts 1963 to 2013 will be binned and in comes the brand-new 1448 sections of new law in the Companies Act 2014 and with it also comes 159 new CRO statutory forms.

Every form in the CRO is changing.

The new B1, Annual Return Form is on average 12 pages long and includes four full pages of small print detailed notes on the proper completion of the Form B1, which are required to be read in conjunction with the relevant sections of the Companies Act 2014.

There are six different tick box options with regard to the type of financial statements attached!

Old-timers used to filling in the old annual return Form 6A with the companies registration office will be completely mesmerised with the amount of detail required here with new entries to be completed for the dormant or small company audit exemption and filling in the details for the new Registered Person pursuant to Section 39 of the new 2014 Act will be a challenge for the uninitiated!

Not to worry, the new information leaflet from the CRO comprehensively deal is when all aspects of completing the annual return with regard to all your requirements, including audit exemption what this document alone stretches to nearly 40 pages!

The new form B42A is brand-new, this notifies the Registrar of Companies of the rectification of the register of members.

The new B10a is also brand-new and will be extremely useful for company secretaries changing directors residential address particulars in relation to multiple companies.

The new B1X permits the statutory notification of the voluntary revision of defective financial statements for the first time also.

Hopefully we should hear from the minister. Shortly exactly when he intends to sign the relevant statutory instruments giving effect to the creation of all these new statutory forms and confirms absolutely that everything is being commenced here on Monday, 1 June 2015.

This needs to be done sooner rather than later as without this very important statutory instrument old versions of the forms can only be used up to 1st June 2015 and the new versions of the statutory forms need to be in circulation well before that date so that they can be completed in preparation for filing after the commencement date.