Credit/Debit Card Payments in the CRO
It is now possible to pay by credit/debit card for lodgements and enquiries in the CRO Public Office. Online credit/debit card options have also been extended and it is now possible to pay for online Business Name Applications in CORE
by credit/debit card.
CRO will shortly be introducing 3D Secure for online purchases and payment of online forms. 3D Secure is a service that has been created by Visa and MasterCard to help guard your credit card against unauthorised use online. 3D Secure works by using a password that you create as your unique online identifier. You will be asked for your 3D Secure Password to validate online credit card transactions with the CRO.
Online Customer Accounts
A facility has been added to our Company Search environment to allow customers to open a CRO Deposit Accountonline meaning there is no longer a need for a paper application. The account can be used to do online searches, pay for electronic B1s and A1s. It can also be used to lodge documents with the CRO. It must be kept in credit at all times. Click on the link to view the facility. https://www.cro.ie/search/NewCustomer.aspx
AUGUST
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Action Plan for Jobs – Financial Supports – DJEI
For information on a range of supports, both financial and non-financial, that are available to assist companies to grow, improve competitiveness, create employment and improve productivity, please go to Department of Jobs, Enterprise and Innovation website.
Revenue Strike-Off
The CRO has recently issued strike-off notices. If you have received a strike-off notice, please check as to whether it is a Revenue Strike-off notice first. The CRO is unable to remove a company from a Revenue Strike-off. Any phone calls should be directed to Revenue at 8655000 extensions 32994, 32993 or 32989.
11F Forms are included with the Strike-Off notices and the completed forms should be forwarded to Companies Unit, Revenue Commissioners, 9/15 O’Connell St., Dublin 1. Some of these companies may be up to date with their annual return filing with CRO but have failed to file the 11F Form as required by Revenue. They can still be struck off the Register if the fail to complete their filing with Revenue. Companies are only taken off the Revenue Strike-off list at the request of Revenue. eg. If you have already filed your 11F Form, you should still contact Revenue directly.
Audit Exemption – Change to Audit Exemption Limits
The Companies (Amendment)(No.2) Act 1999 (Section 32) Order 2012 – Statutory Instrument No. 308 of 2012 has the effect of increasing the limits for Audit Exemption. The balance sheet total threshold has been increased to €4.4 million and the turnover threshold has been increased to €8.8 million. 308 of 2012 SI (0.10 MB, Adobe PDF)
In order to apply for Audit Exemption, the year in question must be the current year – section 32 provides that the directors must be of the opinion that the company “will satisfy” the conditions – use of the future tense precludes the decision being taken in respect of a year that has already ended. Audit exemption cannot be applied for retrospectively.
A company which satisfies the revised exemption threshold levels in a current financial year, the year in respect of which the audit exemption is being claimed, must also have satisfied those revised threshold levels in the preceding financial year.
Section 33 of the Companies Amendment No. 2 Act 1999 as amended allows for the members to object to the decision. In order to avail of the exemption, the directors of the company must:
- be of the opinion that the company will satisfy the statutory conditions in respect of the current financial year or a future financial year decide that the company will avail of the exemption in respect of the financial year concerned; and record that decision in the minutes of the meeting concerned.
In deciding if they want to have the audit in respect of a financial year, they should consider the fact that third parties connected with the company (e.g. bankers or trade organisations) may still require an audit to be completed.
Furthermore, if a number of the company’s shareholders request that the company not avail itself of the exemption and serve notice in writing to this effect on the company in the financial year immediately preceding the financial year concerned or during the financial year concerned but not later than one month before the end of that year, the company must have an audit.
The decision that the company will avail of the exemption from audit may be made during the financial year in which the exemption is to be availed of, or in respect of a future financial year. The directors do not have to know that a company satisfies or will satisfy the statutory conditions. Rather they are required simply to be of the opinion that those conditions will be satisfied. It should also be noted that the statutory requirement to make and record the decision in respect of a financial year that has not yet come to an end, precludes the possibility of claiming the audit exemption retrospectively. Please see Information Leaflet 10 for more information.
Small Companies
The European Union (Accounts) Regulations 2012, SI. No. 304 of 2012, has increased the threshold limits for the purpose of availing of certain accounting exemptions for small companies. The balance sheet total is amended to €4.4 million and the turnover threshold has been increased to €8.8 million. 304 of 2012 SI (0.10 MB, Adobe PDF)
Change to Dutch legislation
There has been a change to Dutch law which affects all foreign companies which make workers available in the Netherlands. The Dutch Government aims to combat illegal staffing practices and the exploitation of workers. Please see Trade Register Website.
CRO Annual Report 2011
The annual report 2011 for the Companies Registration Office is now available from the website. Please see Corporate Publications page.
JULY
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RFS Annual Report 2011
The annual report 2011 for the Registry of Friendly Societies is now available from the website. Please see Corporate Publications page.
Companies (Amendment) Act 2012
The Companies Amendment Bill 2012 has passed through all stages of the Oireachtas. The Companies (Amendment) Act 2012 has been signed by the President as of the 4th July. See Irish Statute Book website for a copy of the Act.
This action had the effect of changing the citation of the Companies Acts to “1963 to 2012”. This citation should henceforth appear on all copies of Memoranda and Articles of association filed with the CRO. In addition, the appropriate annotation in the auditors’ report and in financial statements signed on or after 4th July 2012 should be the “Companies Acts, 1963 to 2012”. The necessary changes are currently being made to both the online and downloadable forms.
Property Services Regulatory Authority applications
The CRO is aware that, as part of their Property Services Regulatory Authority Licence application, companies are required to provide “a certified certificate of incorporation of the company ” and, where applicable,”a certificate of business name registration”. We have confirmed with the Authority that duplicate certificates that can be ordered free of charge from our website – Duplicate Certificates – are acceptable for these purposes.
Clarification in Land Registration Rules in Property Registration Authority
With reference to contacts which were made with CRO in relation to the change in the Land Registration Rules which took effect on 1 March 2012 where security given by a company includes or consists of registered land, CRO has now received external legal advice in the matter. Please see PRA Land Registration Rules page.
B1 – Annual Returns and Accounts – Send Back Letters
Where an annual return filed with the CRO is identified as containing errors on receipt, it is sent back to the presenter/company with a Notice served under Section 249A of the Companies Act 1990. Section 249A requires that the errors be corrected and a fully compliant document delivered to the CRO within 14 days after the service of the Notice. If a fully compliant document is delivered to the CRO within 14 days, it will be deemed to have been received in the CRO on the delivery date of the original deficient document. Otherwise, the original document shall be deemed not to have been delivered to the Registrar and the re-submitted document treated as a fresh submission.
Presenters are reminded that where an annual return is sent back for correction, they must deliver a fully compliant annual return to the CRO within 14 days* or risk the original document being deemed not to have been delivered to the Registrar, which could result in late filing penalties and loss of audit exemption.
(*Where annual returns are sent back because audited accounts are required, the corrected documents may be re-submitted within 28 days. Where a company is listed for strike-off, the corrected documents must be delivered before the strike-off date).
For more detail on this matter, and the full wording of Section 249A of the Companies Act, 1990, See ezine Issue 89 from 2010. For a list of common errors please see Common Errors page.
New Business Regulation Website
The Department of Jobs, Enterprise and Innovation has recently launched www.businessregulation.ie , a web portal aimed at reducing the burden of red tape on business by bringing together in one place clear information on regulations imposed by over 30 Government bodies. Businessregulation.ie was developed to address a clear need identified by business for a single source of information on regulatory requirements; by providing users with over 150 separate links to information, guidance and contact details, the portal reduces the need to trawl through multiple pages on different websites in search of the right information.
JUNE
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Property Services Regulatory Authority applications
The CRO is aware that, as part of their Property Services Regulatory Authority Licence application, companies are required to provide “a certified certificate of incorporation of the company ” and, where applicable,”a certificate of business name registration”. We have confirmed with the Authority that duplicate certificates that can be ordered free of charge from our website – Duplicate Certificates – are acceptable for these purposes.
MAY
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Problem Resolved – 18th May
It is now possible to purchase items using a credit card again. The problem with the Service Provider has been resolved.
Problem with Online Purchases – Website – 18th May
There is a problem with customers trying to purchase items from the Company Search Facility on the website. Unfortunately there is an issue with our Online Service Provider’s system and it is down until further notice. We hope the issue will be rectified shortly. Apologies for any inconvenience caused. It is still possible to purchase documents if you have an account with the CRO.
RFS Search Facility
It is now possible to search online (by name) for a particular society or trade union. You are able to see a list of documents that have been filed against the society/union. Once you click on a particular society or union, you will see its number, address, entity type (whether friendly or industrial & provident society or a trade union), the date of registration, the last date of an annual return submitted to the RFS and the date of the last triennial return filed (where required). Should you click on View Submissions you will see listed the various submissions filed and whether they are processed and/or scanned. However, at present, it is not possible to purchase online an image of a document. We hope to add this functionality in the future. View RFS Search Facility.
Increased ODCE prosecution activity in auditor cases
In recent years, the Office of the Director of Corporate Enforcement (ODCE) has successfully prosecuted several cases where auditor’s reports filed with the Companies Registration Office were signed by firms/persons who were not entitled to do so or where the names of bona fide audit firms were used without the knowledge of those firms.
These offences arise under Section 187 of the Companies Act 1990 (qualification for appointment as auditor) and Section 242 of the1990 Act (furnishing false information to the Registrar of Companies). Several further prosecutions have been, or are very likely to be, initiated during the remainder of 2012.
In one case, conviction under Section 242 resulted in a sentenceof imprisonment being imposed on the Defendant. In that case, which came before Dublin Circuit Court, the Defendant was convicted on two charges, one of which was under Section 242. Concurrent 3 year sentences of imprisonment on the Section 242 charge and another theft and fraud charge were imposed (last year suspended in each case). A good behaviour bond for two years after release was also imposed on the individual concerned and leave to appeal was refused.
In another recent case heard in the District Court, the Defendant was charged with 12 offences under Sections 187 and 242. A custodial sentence of 5 months was imposed (suspended for 3 years) in respect of four charges under Section 242, with a fine imposed in respect of certain other charges.
For further information on these and other cases, visit the prosecutions page on the ODCE website.
APRIL
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Official Languages Act 2003
Preparation of 2nd Draft Joint Scheme by the Companies Registration Office and the Registry of Friendly Societies
The Companies Registration Office and the Registry of Friendly Societies have been requested by the Minister for Community, Equality and Gaeltacht Affairs to draft a second joint scheme in accordance with Sections 11 and 15 of the Official Languages Act 2003. The primary objective of the Act is to ensure better availability and a higher standard of public services through Irish.
The Companies Registration Office is a statutory body coming under the aegis of the Department of Jobs, Enterprise and Innovation, charged with responsibility for the registration of companies and business names and the provision of statutory company information to the public. For the latter purpose, the Companies Registration Office is the central repository of public statutory information on Irish companies.
The Registry of Friendly Societies comes under the aegis of the Department of Jobs, Enterprise and Innovation. The main functions discharged by the RFS include the efficient and effective registration and general regulation of trade unions under the Trade Union Acts 1871-1990; industrial and provident societies under the Industrial and Provident Societies Acts 1893-1978, and friendly societies under the Friendly Societies Acts 1896-1977.
The Registrar now wishes to invite representations in relation to the preparation of the draft second joint scheme from any interested parties. Submissions should ideally not exceed 4,000 words (c.8 pages). Ideally submissions, which will be made available on the Office’s website www.cro.ie, should be forwarded electronically to vivien.cunningham@djei.ie. Alternatively, they may be posted to Administration Section, Companies Registration Office, Parnell House, 14 Parnell Square, Dublin 1.
The latest date for receipt of representations is 5.00pm on 8 May 2012.
Further information in relation to the Act is available on the Department of Community, Equality & Gaeltacht Affairs website www.pobail.ie or by e-mail request from achtteanga@pobail.ie .
Forms LP1, LP2, LP3 and LP4
New versions of Limited Partnership forms LP1, LP2, LP3 and LP4 are available for download from the website. The changes are mainly cosmetic. Old versions of the forms can still be submitted.
Easter
Any company who is due to be struck off the Register on Easter weekend 8th April 2012 – their outstanding annual returns must be entered on the system by close of business on Thursday 5th April 2012, as the Office will be closed on Good Friday 6th April, otherwise their company will be struck off that weekend. Opening Hours.
MARCH
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Form C1 and Land Registration Rule Change
Having regard to contacts which were made with CRO in relation to the recent change in the Land Registration Rules which took effect on 1 March 2012 where security given by a company includes or consists of registered land, it is clear that uncertainty still remains for quite a number of practitioners. These practitioners have indicated to CRO that for absolute legal certainty in terms of compliance with Section 99 Companies Act 1963, they intend to file a second C1 in each case with the CRO arising from new Land Registry Forms 115 and 114 (under the Land Registration Rules 2011), notwithstanding the Information Note issued by CRO.
CRO has consequently sought external legal advice on the issue, and same is currently awaited.
In light of the foregoing, it should be noted that if CRO receives a C1 in respect of Land Registry Form 114 or 115, it will hold the submission as “Received” but will not register same until further legal advice is received by the CRO as to the registrability of a Form C1 which is filed on foot of Land Registry Form 114 or 115.
Dated 14 March 2012
Wednesday 14th March – Email System
The CRO is currently experiencing difficulty with its email system. Customers may have difficulty receiving documents purchased through the website. We hope to rectify the problem shortly. Apologies for any inconvenience caused.
The CRO is now on Twitter. We will use this to provide links on our website on any new items. We will also use it to keep you informed of latest developments if we experience downtime on any of our services. You may follow us by visiting https://twitter.com/#!/cro_ie.
Access to CRO Data
The Companies Registration Office (CRO) is the central repository of public statutory information on Irish companies and business names. This information on Irish companies and business names is stored electronically as data and document images on a database. CRO provides access to this data in a number of ways including the new Open Services – CRO REST API. Please see Access to CRO Data page.
Land Registration Rules Change in Property Registration Authority
There has been a recent procedural change in Land Registry practice to facilitate their registration process in respect of charges over registered land. Procedures in the CRO are unaffected by these administrative changes. Please see Land Registry Rules Change.
FEBRUARY
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CRO Website/Database Maintenance
The CRO is carrying out maintenance to our website and database on Thursday 1st March 2012. This will result in the CRO website and database being inaccessible from 5pm on Thursday until approximately 8pm. All our online services will be unavailable at this time. We regret any inconvenience caused to the public during this essential maintenance. Thank you for your cooperation.
CRO REST API
The CRO has launched a new free facility called “Open Services”, an Application Programming Interface (API) which will allow software developers include data from the CRO in their applications. The data available using the API is the exact same as that which is currently available on our Company Search site. Information can be retrieved in XML or JSON.
To sign up and read more more technical information, please visit https://services.cro.ie/.
NEW A1 AVAILABLE IN CORE TO REPLACE CRODISK
It is now possible for members of the Fé Phrainn Scheme to file A1s (Incorporation of a New Company) in CORE – www.core.ie. This change is essential as CRODisk has become outdated and we are no longer in a position to update and maintain it. You will notice that the A1 on CORE is also the new version of the A1 that is currently available on our website.
We will not be accepting A1s generated on CRODisk on or after the 1st of March, 2012. If you have any queries you can contact claudine.forrest@djei.ie
JANUARY
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Amalgamated Accounts
WITH EFFECT FROM 31 DECEMBER 2011, THE EXCEPTION IN RESPECT OF AMALGAMATED ACCOUNTS HAS BEEN DISCONTINUED AND CRO IS NOW GIVING NOTICE THAT AS OF THAT DATE, AMALGAMATED ACCOUNTS WILL NOT BE ACCEPTED IN ANY CIRCUMSTANCES.
Please note that this notice refers only to presenters lodging amalgamated accounts with CRO; ie filing the one / same set of accounts with more than one annual return. It has no impact on the existing requirements under the Companies Acts as to the minimum or maximum length of time that accounts can be prepared for. It simply confirms that, as and from 1 January 2012, an individual set of accounts is required to accompany each annual return that is received by the CRO.
As and from 1 January 2012, a separate set of accounts is required to be filed in respect of each financial year of a company. This is in order to ensure compliance with the 4th Company Law Directive 78/660/EEC of 25th July 1978 which contemplates individual sets of accounts for each financial year. The effect of the foregoing is that each annual return received by CRO on or after 1 January 2012 is required to be accompanied by a set of accounts for a financial year ending not earlier than nine months before the effective date of the return, which set of accounts covers the period since the end of the period covered by the accounts that were annexed to the company’s preceding annual return.
It should be noted that the foregoing equally applies from 1 January 2012 to dissolved companies being restored to the register, whether on Form H1/H1R/H1-OMC or via court application for restoration, where the restoration is pending as at 31 December 2011.
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