Connect Newsletter – October 2024

2024 Annual Return Filing Deadlines

For companies who have a 31 December financial year end, the deadline for filing your company’s 2024 annual return and financial statements for the financial year ended 31 December 2023 in the Companies Registration Office is fast approaching.

Now is the time to ensure that financial statements have been finalised, Annual General Meetings have been held and that annual return documentation has been prepared and is in order.

Click here for further information on how we can help.

Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2024

Following Government approval, the Bill will provide updates to the Companies Act 2014 arising from a public consultation and recommendations from the Company Law Review Group (of which Salvador Nash of KPMG Law is a member).

Click here for further information.

Companies Registration Office update

Cessation of Enforcement Action

The CRO suspended involuntary strike-offs in 2020 to ease the burden and pressures the Covid-19 Pandemic placed on companies. However, in May 2022 it was announced that the CRO would recommence involuntary strike-offs with a view of clearing the large backlog of companies due to be struck off for failure to file annual returns and financial statements.

In summary, the statutory process to involuntarily strike-off a company involves issuing a warning notice which outlines that if the outstanding annual return(s) and financial statements are not filed within 28 days, the name of company will be published in the CRO Gazette with a view to it being struck off 28 days after the publication.

However, since recommencement, the CRO faced several issues regarding the involuntary strike-off process. Although warning notices were issued to companies in October 2023, at least 800 of those companies were involuntarily struck off in January 2024 notwithstanding the fact that the company names had been omitted from the CRO Gazette involuntary strike-off list published in November 2023. Failure for company names to appear in the CRO Gazette left companies unaware that strike-off was imminent. The CRO have since restored the status of the companies effected and have ceased the involuntary strike-off process, pending a full review.

CRO 2023 Annual Report

The CRO has published its Annual Report for 2023 and some key points to highlight include:-

The CRO introduced the requirement for companies to provide PPSN’s for each director on statutory forms A1 – to incorporate a company, B1- annual return and B10 – to appoint or resign a director / amend directors details with effect from 11 June 2023.
The CRO public office remained closed for the duration of 2023 and the decision to re-open the public office is currently under evaluation.
CRO revenues increased by 5% to €18.7 million in 2023 with the increase in revenue largely attributable to the number of late filing fees received during the year.
No companies were involuntarily struck off the register for failure to file annual returns during the year.
The number of liquidations registered with the CRO increased by 33% compared to 2022.
The CRO plans to initiate enforcement actions against liquidators who are late in filing their returns towards the end of 2024.
1,299 District Court/High Court applications were received by the CRO in 2023 to extend the time to file a company’s annual return. They objected to 5 applications and 3 applications were refused by the courts.
There were 19 instances where auditors notified the CRO that their Auditors Registration Number was used to file auditors reports without their permission.
At the end of 2023, 5,229 persons were on the register of disqualified persons and 600 persons were on the register of restricted persons.
22,384 new companies were incorporated in 2023 representing an increase when compared to the 21,434 new companies incorporated in 2022.
At the end of 2023 there were 306,559 Irish companies in existence on the register, resulting in over 550,000 document submissions being filed with the CRO.
Over 96% of all documents filed with CRO in 2023 were filed electronically compared to 94% in 2022.

Click here to read the CRO’s Annual Report in full.

Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies 2023 Annual Report

The RBO has published its 2023 Annual Report. Some of the key observations contained in the report are summarised below:-

At the end of 2023, 258,241 (86.23%) of companies and 702 (74.60%) of societies had filed beneficial ownership information on the RBO.
A total of 89,920 submissions were received in 2023.
The RBO’s reminder campaign continued to be rolled out to newly incorporated entities to remind them of their obligation to file beneficial ownership information with the RBO within 5 months of incorporation.
There were a total of 89,920 submissions received by the RBO in 2023, of which approximately 18% were rejected.
The RBO ceased receiving and processing BEN2s on 4 July 2023 and the function of issuing an Identified Person Number has been transferred to the CRO.
In 2023, 18,797 companies and 4 societies registered their beneficial ownership with the RBO for the first time.
1,331 Designated Person accounts were set up in 2023.
On 13 June 2023, a Statutory Instrument was signed by the Minister for Finance, which introduced a facility for persons who can demonstrate that they have a legitimate interest to access the information on the Register of Beneficial Ownership.
No application for access under the legitimate interest criteria was received in 2023.
The RBO brought cases against fifteen entities for failure to file beneficial ownership information before the Dublin Metropolitan District Court. Eight entities were convicted, seven entities pleaded guilty and the Probation Act was applied.

Click here to view the 2023 RBO Annual Report.

General Scheme of Registration of Limited Partnerships and Business Names Bill 2024

The Department of Enterprise, Trade and Employment recently published The Registration of Limited Partnerships and Business Names Bill, 2024, draft legislation relating to Limited Partnerships and Business Names and the related public registers maintained by the CRO.

Please click here for further information and how we can help.

Companies House Reforms

As part of the UK Government’s aim to increase corporate transparency and tackle economic crime, new measures have been introduced to ensure that Companies House has the necessary powers of prevention, investigation and enforcement in respect to fraud. Additional measures will be rolled out by Companies House over the coming months so for those groups with UK subsidiaries, watch out for further information from us.

Please click here for further information and how we can help.

people having discussion with gavel in foreground

Reform of Central Bank of Ireland’s fitness and probity regime

The Senior Executive Accountability Regime, part of the Individual Accountability Framework, introduced by the Central Bank of Ireland, aims to enhance accountability within financial institutions. The SEAR requires firms to clearly delineate responsibilities and decision-making processes among senior management. The Fitness & Probity Regime ensures that individuals in key positions within regulated firms are fit and proper to perform their roles.

Implementing SEAR and F&P effectively requires diligent record-keeping, regular reviews, and proactive management of compliance obligations. If you or your Company require assistance or advice in relation to the impacts of the SEAR and F&P Regime in your boardroom, our dedicated team of regulatory-experienced professionals would be delighted to speak with you.

Click here for our colleagues’ analysis of the potential changes that may emerge from the reform of the Central Bank of Ireland’s fitness and probity regime.

Environmental, Social, and Governance Reporting

The Corporate Sustainability Reporting Directive introduces new requirements for companies to disclose ESG-related information. Given the focus on reporting in the EU many hope that the CSRD will help drive innovation around some of ESG related challenges facing society such as climate change, pollution and biodiversity loss.

One thing is abundantly clear - the direction of travel for sustainability reporting is only going one way - and the earlier companies get on board the better the opportunity they have to tell their story in a coherent and relevant manner that meets sustainability reporting requirements.

For more information on the impacts of the Corporate Sustainability Reporting Directive, please refer to this article published by our colleagues in Assurance Advisory

Get in touch

We hope you found this issue of Connect informative and engaging. If you have any questions or would like to know more about any topic, please feel free to contact our team below or any member of your client service team. We look forward to hearing from you.