We are delighted to publish the latest edition of our newsletter Compliance Agenda. It contains a round-up of all the latest legal updates of interest to Company Secretaries, Company Directors and Compliance Officers.
Every day Irish companies communicate with third parties through email, letter, and through visits to their websites.
In doing so many of these companies are unknowingly in breach of the provisions of the Companies Act 2014. Care should therefore be taken to ensure that such breaches do not occur and what follows is a synopsis of what you need to know.
The following particulars must be shown on all business letters of a company and are also required to appear on order forms of limited liability companies:
All company's which have a website must disclose the same information that is required to be displayed on letters and order forms. If this information is not included on the company’s homepage, there must be a visible link on the company's homepage which will redirect to this information.
Companies (Accounting) Act 2017 introduces a new definition of an External Company and new filing obligations.
Section 80 of the Companies (Accounting) Act 2017 (the “2017 Act”) came into operation on 9 June 2018, which brought into effect a new definition of an External Company.
As a result of the new legislation, foreign body corporates, including undertakings (partnerships and unincorporated bodies) with unlimited liability and with a branch in Ireland will fall within the definition of an external company and therefore will be required to register their details with the Companies Registration Office and file financial statements on an annual basis
Under previous legislation, both an EEA company and a non-EEA company were defined as a body corporate whose members’ liability was limited. Therefore, an external company was required to have limited liability in order to fall within the definition of an external company.
In the past, when an annual return (Form B1) was filed in the CRO containing errors or omissions, the CRO sent this back for correction or amendment. Section 898 Companies Act 2014 required that all the errors/omissions in question must be corrected, with a fully compliant annual return delivered to the CRO within 14 days of the annual return being returned to the company.
As of 1 April 2018, Annual Returns will now automatically be rejected where the Annual Return has been submitted containing an error or requires correction. The Registrar of Companies will no longer use her discretion under Section 898 of the Companies Act 2014 in these cases and will not allow 14 days for the amendment required. Common errors occur when the signature page or overall certificate is not signed or where financial statements are not uploaded electronically.
New CRO rules now stipulate that in such circumstances, a new annual return must be submitted, financial statements uploaded and a new signed signature page be delivered to the CRO. Should this new annual return be submitted more than 28 days after the company’s Annual Return Date, the Annual Return will be deemed late. This will have the usual negative results arising from the late filing of an annual return including:
The Fifth Anti-Money Laundering Directive (5AMLD) makes various changes to the Fourth Anti-Money Laundering Directive (4AMLD).
5AMLD which was adopted by the Council of the EU on 14 May 2018 came into force on 9 July 2018 with an 18 month transposition period.
In brief, the key changes included in 5AMLD relate to:
The Department of Finance has advised that it is considering the implications of 5AMLD for the central register of beneficial ownership of companies and industrial & provident societies and will provide an update in the near future.
Elaine Hughes joins as Head of our newly restructured Company Secretarial and Compliance team consisting of three Company Secretaries and one trainee.
Elaine has extensive experience providing advice on all aspects of company secretarial, corporate governance and compliance.
Elaine assists companies, directors, shareholders and other stakeholders on establishing a presence in Ireland, Corporate Compliance, Corporate Governance regulation, Directors Duties, Decision making and accountability, Board Support, Subsidiary Governance and Company secretarial function implementation.
Elaine has recently been involved in a number of company secretarial and corporate governance projects advising Multinationals, Government Bodies and Investment Funds on corporate governance frameworks, subsidiary requirements and global best practice.
Elaine has extensive company secretarial experience across a range of companies, (regulated, unregulated, listed, public and private) and has implemented company secretarial functions for several clients across various sectors. She is passionate about Corporate Governance and is a regular industry speaker on the subject.
Elaine works alongside team members Liam Boyle, Karen Finneran, and James Carolan.
What can LK Shields do for you?
If you would like further information on establishing an external company in Ireland and the statutory filing requirements for such an entity, please contact a member of our company secretarial team.