Company Secretarial Changes

April 2018

With the Companies (Accounting) Act 2017 coming into operation on the 9 June 2018, and recent changes coming into effect in the Companies Registration Office (“CRO”), there are certain company secretarial matters that companies should take note of.

New Definition for “External Company”

Under the Companies Act 2014, only foreign body corporates with limited liability that establish a branch in Ireland must register with the CRO. Dependent on where the foreign body is registered, the foreign body must register as an “EEA Company” or a “Non-EEA Company”.

The Companies (Accounting) Act 2017 extends the definition of an External Company so that it now includes partnerships and unincorporated bodies with unlimited liability in certain circumstances which have established a branch in Ireland. If a foreign body is a partnership or unincorporated body which has unlimited liability and is a subsidiary undertaking of a body corporate with members who have limited liability, has established a branch in Ireland it will have an obligation to register this with the CRO after 9 June 2018.

This change also creates an obligation on the newly registered branch of the foreign body to file its accounts annually in Ireland.

Annual Return Filings

From the 1 April 2018, the CRO introduced stricter rules in relation to the acceptance of annual returns. From that date, the Registrar of Companies will no longer use her discretion under section 898 of the Companies Act 2014 to extend the deadline date by 14 days where a B1 signature page has not been signed or has only one signature.

If such a signature page is delivered to the CRO, a new annual return must be filed, the financial statements must be re-uploaded and a new original B1 signature page must be lodged. This new system may cause annual returns to be deemed late in which case late filing fees will accrue and the company shall lose any right to an audit exemption for the next two years.

It should also be noted that financial statements must be uploaded prior to the expiry of the 28 day period provided to lodge the B1 original signature page on filing the annual return. If the financial statements are uploaded after this deadline, the annual return will be deemed late accruing late filing fees and the company shall lose its audit exemption for the next two years.

Central Register of Beneficial Ownership

In accordance with the Fourth Anti-Money Laundering Directive, the Department of Finance has indicated that it expects to be in a position to make a Statutory Instrument assigning separate legal responsibility to the Registrar of Companies to establish and maintain a central register of beneficial ownership of companies. It is expected that this Statutory Instrument be made in the coming months.

As such, it is important that companies update the statutory books accordingly in order to ensure they have complied with the current requirement to hold adequate, accurate and current information on their beneficial owners in their statutory books in accordance with Statutory Instrument No 560/2016 – European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2016.

For more information, please get in touch with your usual Whitney Moore contact, Sophie Quinn or any member of our Corporate team.

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