News

News

Have you recently set up a new company? New and general matters for consideration.

By: Valerie O'Driscoll | Posted on: 08 May 2019

You have just set up a new private company limited by shares. What do you need to consider now?  We have set out a number of the Companies Act 2014 (the Act) post-corporation requirements below and highlighted the new requirement to register with the Register of Beneficial Ownership.

1. Disclosing of Beneficial Owners

Statutory Instrument, No 110 of 2019, establishes a Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies (RBO). The EU’s Fourth Anti-Money Laundering Directive has called for all Member States to have national laws requiring corporate and legal entities to obtain and hold adequate, accurate and current information on their beneficial owner(s) in their own internal beneficial ownership register. 

What is “beneficial ownership”?
The meaning of Beneficial Ownership includes:

a. An individual who owns or controls directly or indirectly, more than 25% of the shares or voting rights in a company; or  

b. An individual who has the ability to exercise dominant influence or control over a company.

What information will a beneficial owner have to disclose?
Those with a beneficial ownership in a company will now have to register their interest in the company with the RBO. The information required to be filed will include the following:

• Personal information such as name, date of birth, PPSN, nationality, residential address;

• A statement of the nature of the interest held (e.g. controlling shareholder) and the extent of the interest held i.e. percentage of shareholding.

When is the deadline?
The Companies Registration Office (CRO) has announced that the RBO will begin to accept online filings from 22 June 2019. Companies will have 5 months thereafter to file their RBO information without being in breach of their statutory duty.

2. Upkeep of Company Registers

A company has always been obligated under the Act to maintain other statutory registers and books, which include Register of Members, Register of Directors and Secretaries, Register of Directors’ and Secretaries’ interest in shares and debentures and Minutes of meetings.

Change of location: The Act requires that certain registers must be kept at the registered office of the Company. If such registers are held elsewhere in the State, the CRO must be notified (Form B3).

3. Await receipt of Certificate of Incorporation

Once the company has been incorporated, the CRO will issue a digital Certificate of Incorporation.

Watch your costs: Do not incur any costs (for example, branding of assets with the company name)  until the Certificate of Incorporation has been issued. It is also important to note that the CRO can request for the company’s name to be changed up to six months after the issuing of the Certificate of Incorporation.

4. The first board meeting

The directors should hold the company’s first board meeting and the following should be resolved:

(a) Adopt a company seal (as it must be pre-approved by the directors before affixing it to any legal document);

(b) Appoint an accountant;

(c) Note your Annual Return Date; and

(d) Note that the company must register for tax with the Revenue Commissioners.

5. Filing of Annual Returns

An Annual Return of a company is a “snap shot” of certain information relating to the company as of the date of the Annual Return. It provides the public  with information in relation to the affairs of the company, for example, the registered address of the company, details of the company secretary, the directors, the shareholders, the issued and authorised share capital.

A company’s must file its first Annual Return (Form B1) in the CRO 6 months after the date of incorporation and subsequent Annual Return Dates will be every 12 months thereafter.

File on time: The Annual Return must be filed within 28 days of the Annual Return Date. If the filing of the Annual Return is late and your company is in a position to avail of the audit exemption, that exemption is lost for the following two years.

No more 14 days of grace: The Registrar announced that from 1 April 2018, Form B1’s will be automatically rejected where the B1 signature page or overall certificate is not signed or if it has only one signature. The Registrar will therefore no longer use her discretion under Section 898 of the Act in these cases and will not allow 14 days for any required amendment to be made.

Filing of financial statements: A company does not need to file financial statements with its first Annual Return (being 6 months post-incorporation). All subsequent Annual Returns must be accompanied by the company’s financial statements unless  the Annual Return has been submitted together with a Form B73 to extend the company’s Annual Return Date.

Nine-month rule: The Annual Return Date can be extended once every 5 years by a maximum of 6 months (Form B73). However, the Annual Return Date cannot be more than 9 months after the financial year end date and the financial period must not exceed 18 months.

For the purposes of this article, we have focused on the incorporation of private companies limited by shares.

Key Contacts:

             

Justin Fennell                                       Valerie O’Driscoll

Disclaimer: This document is for information purposes only and does not represent legal advice. If you have any queries in relation to the above matters, please refer to the contacts above or alternatively to your usual contact in P.J. O’Driscoll & Sons LLP.

© 2013 PJ O' Driscoll & Sons LLP | Web Design by Granite Digital