Companies Registration Office

Changes to Company Size – Micro Company, Small Company, Medium sized Company, Large Companies and Groups

Introduction

Today the Minister for Enterprise, Trade and Employment, Peter Burke TD, signed into law the “European Union (Adjustments of Size Criteria for Certain Companies and Groups) Regulations 2024.”   This resulted in increases in the balance sheet and turnover thresholds for ‘micro’, ‘small’, ‘medium’ and ‘large’ companies in the Companies Act 2014 by circa 25%.  The effect of this change in size is that more companies will move into the micro and small categories and, as a result, benefit through (i) abridged reporting requirements and (ii) the audit exemption.

What’s New?

On 24^th  December 2023, the EU Delegated Directive (2023/2775/EU) came into force. It increased the total balance sheet and turnover thresholds for micro, small, medium and large companies, including groups, as set out in the Companies Act 2014, by approximately 25% to account for inflation.  The measures will apply for financial years beginning on/after 1st January 2024.  This will enable companies to benefit immediately from the adjusted thresholds.  Companies can elect to apply the new thresholds either (i) to financial years beginning on/after 1st January 2024 or (ii) to financial years beginning on/after 1st January 2023.

E.U. member states have until 24^th December 2024 to bring this legislation into effect.

Today, 19th June 2024, Minister for Enterprise, Trade and Employment, Peter Burke, TD signed into law the European Union (Adjustments of Size Criteria for Certain Companies and Groups) Regulations 2024 (S.I. No. 301 of 2024) which comes into operation on 1st July 2024.

These size thresholds are contained in sections 280A to 280I of the Companies Act 2014.

Company size is typically determined by the company meeting two out of the three size criteria. Other relevant factors also apply.

These adjustments will result in more companies being categorised as micro or small which will, as a result, benefit from the abridgement and audit exemption.  These changes are to apply to financial years commencing on or after 1^st January 2024.

What are the increased company size criteria/thresholds?

The increased size criteria/thresholds are as follows:

• Micro Company –a balance sheet total not exceeding €450,000, a net turnover not exceeding €900,000 and no more than 10 average employees.

• Small Company – a balance sheet total not exceeding €7.5 million, a net turnover not exceeding €15 million and no more than 50 average employees.

• Small Group- group balance sheet total not exceeding €7.5 million net (or €9 million gross), group turnover not exceeding €15 million net (or €18 million gross) and no more than 50 average employees.

• Medium Sized Company – a balance sheet total not exceeding €25 million, a net turnover not exceeding €50 million and no more than 250 average employees.

• Medium Group- group balance sheet total not exceeding €25 million net (or €30 million gross), group turnover not exceeding €50 million net (or €60 million gross) and no more than 250 average employees.

• Large Company – a balance sheet total not exceeding €25 million, net turnover not exceeding €50 million and more than 250 average employees.

FINAL POINTS

• The legislation comes into effect from 1st July 2024

• The measures apply for financial years beginning on or after 1^st January 2024.

• Companies may elect to apply the measures on or after 1^st January 2023.

• Large company continues to be one that does not qualify as micro, small or medium in accordance with the above.

• All other qualifying conditions remain the same.

Please click for Regulations: https://www.irishstatutebook.ie/eli/2024/si/301/made/en/pdf

For associated articles, please click:

Annual Return for Companies – Ireland – Accounts Advice Centre

CRO mandatory requirement for company directors to provide PPSNs from 11th June 2023 – Accounts Advice Centre

Please be aware that the information contained in this article is of a general nature.  It is not intended to address specific circumstances in relation to any individual or entity. All reasonable efforts have been made by Accounts Advice Centre to provide accurate and up-to-date information, however, there can be no guarantee that such information is accurate on the date it is received or that it will continue to remain so. This information should not be acted upon without full and comprehensive, specialist professional tax advice.

Form B1 Annual Return for Companies – Companies Registration Office – Company Secretarial Services – Annual Return Date – Irish Limited Companies

Introduction

Filing an annual return is a legal obligation for every company registered in Ireland.  This is a requirement even if the company hasn’t generated a profit or hasn’t started trading.  There is an obligation on the company officers, being the Directors and Secretaries, to ensure that the annual return is correctly filed with the Companies Registration office.  In summary, Irish Limited Companies must meet the annual return deadline by filing their Form B1 Annual Return to the Companies Registration Office (CRO).  A missed Annual Return Deadline (ARD) will result in your company facing fines and the loss of its audit exemption.

Consequences of a missed Annual Return Deadline (ARD)

Failure to comply with this regulation can have serious implications for Irish Limited Companies including:

1. Late filing fees
2. loss of audit exemption for two years.
3. Strike off and dissolution of the company
4. Prosecution of the Company and/or its Director

For further information, please click link: CRO – Annual Return – Missed Deadlines

An annual return, also known as Form B1, is a document that every company registered in Ireland must file with the Companies Registration Office (CRO) every year.

An Irish company’s first Annual Return is due within six months of incorporation. No accounts are required with the first Annual Return.

All subsequent Annual Returns must be filed every twelve months by Companies registered in Ireland.

For second and subsequent annual returns, companies are required to file their annual return or B1, along with their financial statements, within 56 days of the ARD.

An Annual Return Date (ARD) of a limited company is the latest date to which an annual return must be made up.

An Annual Return Date (ARD) must be filed no more than nine months from the financial year end. For example, if the Irish company has a 31^st December year end, their latest annual return date would be 30th September.

The Annual Return date can be changed from the second Annual Return onwards but no more than once every five years.  A company cannot, however, extend the ARD more than six months from the original ARD and no more than nine months from the financial year end.  The ARD can be set to a later date by filing Form B1B73.  For further information, please click: https://www.cro.ie/en-ie/Annual-Return/Financial-Year-End-Date

The annual return must accurately reflect the company’s details as of the Annual Return Date and include information about the company directors, secretary, registered office, share capital, shareholder details as well as confirmation that the financial statements are attached.  Since 11^th June 2023 Directors are required to disclose their PPS numbers when filing the B1 form and if they do not have a PPSN, RBO numbers and/or VINs can be used.

It is the responsibility of the Board to approve the financial statements for a company. Therefore, it is advisable that a meeting should be held before the financial statements are filed in the CRO.

To file an Annual Return:

1. Complete the Form B1 Annual Return through CORE or an approved software package.
2. Upload the signed financial statements and/or other required documents in PDF.
3. Download a signature page or request signature page by email.
4. It’s important to keep in mind that the signed financial statements must be uploaded before the signature page is generated.
5. The signature page must be signed by two company officers e.g. one Director and one Secretary. In other words, it cannot be the same person.
6. The signature page cannot be digitally signed.
7. There is an option for an Electronic Filing Agent to sign on behalf of the company. To do this, a Form B77 must be filed.
8. There is an online filing fee of €20.

For further information, please click: https://www.cro.ie/en-ie/Annual-Return/Filing-Electronically

Central Register of Beneficial Ownership

All Irish companies now have a statutory obligation to file their Beneficial Ownership information with the Central Register of Beneficial Ownership within five months from the date of incorporation.

For existing companies, if there is any change in the beneficial ownership details, the Central Register of Beneficial Ownership must be updated within fourteen days of the change.

Unlike the B1 Annual Return above, there is no requirement to make an annual filing with the RBO.

Please be aware that the information contained in this article is of a general nature.  It is not intended to address specific circumstances in relation to any individual or entity. All reasonable efforts have been made by Accounts Advice Centre to provide accurate and up-to-date information, however, there can be no guarantee that such information is accurate on the date it is received or that it will continue to remain so.. This information should not be acted upon without full and comprehensive, specialist professional advice.

Company Directors – Companies Registration Office (CRO) – Company incorporation – B1 Annual Return

The CRO mandatory requirements will mean every registered director must have an identifying number (i.e. PPS number, RBO number or VIN) associated with them on the Companies Registration Office’s system when making certain filings.  The Companies Registration Office (CRO), under Section 35 of The Companies Corporate Enforcement Act (2021), will require Company Directors to provide their personal public service numbers (PPSNs) when filing the following forms. This will be a mandatory requirement from Sunday, 11^th June 2023:

1. Form A1- Company incorporation,
2. Form B1 – Annual return,
3. Form B10 – Change of director and, or in their particulars,
4. Form B69 – Notification by the individual that he/she/they has/have ceased to be a director or secretary.

Directors’ PPSNs will be required for validation purposes only.  PPS numbers, RBO numbers and VINs will not be accessible on the public register.

The purpose of the new disclosure requirement is to reduce the risk of identity theft by introducing additional identity validation checks.  This will affect individuals who may, wrongly, hold more than twenty five active directorships under different name variations.

It is important to note that non-compliance will constitute a Category 4 offence.

Please be aware that if the PPS Number does not match the PPS Number held by the Department of Employment and Social Protection, this may result in the submission being rejected.  Therefore, to avoid any discrepancies and delays with filings, Directors should act now to make sure that the information held by the DEASP is consistent with that held by the CRO.  It’s important to keep in mind that CRO rejections could lead to late filing penalties and delays in meeting annual return filing dates.

In circumstances, where a director does not have a PPS Number, but has been issued with an RBO number in connection with filings with the Central Register of Beneficial Ownership, this RBO number can be used for the relevant CRO filings.

In situations where a director does not have either a PPS number or an RBO transaction number, they must apply to the CRO for an “Identified Person Number” by means of a Form VIF i.e. Declaration as to Verification of Identity.

The VIF requires the name, address, date of birth and nationality of the individual. It must be declared as true by the director and verified by a notary.

TO DO

• Directors should check that their personal details are consistent with those on record with the Department of Social Protection.  Where DSP records need to be checked or amended, please be aware that Directors must do so themselves, as filing agents are unable to do so on their behalf

• Directors without a PPSN or RBO number should take steps to obtain a VIN.

In Summary

This Companies Registration Office (CRO) requirement for directors to provide a PPS number is aimed at reducing the risk of identity theft.  This new process allows the CRO to verify the identity of each company director and to ensure that that individual is alive and is a natural person.  This change is intended to improve the accuracy of the information held by the Companies Registration Office.

For further information, please click the link below:

https://www.cro.ie/en-ie/About-CRO/Whats-New/PPSN-FAQ?_cldee=6g_4nKxbwJzYd6gOdHH3WoVFU8RM7T2gir_xOhjUaYHBA2OGEzy3hGo7s18ZbYuP&recipientid=contact-7f5d2b33fbf9e71180fb3863bb358f88-9a94001c46624edb84969e8300fbbb53&esid=6bd3fe70-e006-ee11-8f6e-6045bd905fa8

Please be aware that the information contained in this article is of a general nature.  It is not intended to address specific circumstances in relation to any individual or entity. All reasonable efforts have been made by Accounts Advice Centre to provide accurate and up-to-date information, however, there can be no guarantee that such information is accurate on the date it is received or that it will continue to remain so.. This information should not be acted upon without full and comprehensive, specialist professional advice.

CRO. Company Secretarial. Annual Company Returns. Financial Statements

The Companies Registration Office (CRO) have announced that the 28th May filing deadline has once again been extended.  The Registrar of Companies has decided to extend the filing deadline for companies with an Annual Return Date falling on 30th September 2020 or later until Friday, 11th June 2021.

The extension of the deadline from 28th May 2021 was in recognition of difficulties being experienced when trying to file Annual Returns in the run-up to the filing deadline, which the CRO are currently working to resolve.

As you may remember, the CRO previously announced that the 26^th February 2021 filing deadline was to be extended until 28^th May 2021 for companies with an ARD on or after 30^th September 2020. This was due to the Level 5 restrictions as well as issues experienced by Accountants and other Compliance Professionals with the new CORE system.

For further information, please click the link: https://www.cro.ie/en-ie/About-CRO/Latest-News/filing-extension?

Please be aware that the information contained in this article is of a general nature.  It is not intended to address specific circumstances in relation to any individual or entity. All reasonable efforts have been made by Accounts Advice Centre to provide accurate and up-to-date information, however, there can be no guarantee that such information is accurate on the date it is received or that it will continue to remain so. This information should not be acted upon without full and comprehensive, specialist professional tax advice.

Companies Registration Office (CRO). Company Secretarial Services. Annual Return Date (ARD). Filing Annual Returns

The Companies Registration Office (CRO) have announced that the 26^th February 2021 filing deadline has been extended to 28^th May 2021 for companies that have an Annual Return Date (ARD) on or after 30^th September 2020.

As you’re aware, an Annual Return Date (ARD) of a company is the latest date to which an annual return must be made up. The annual return must be filed with the Companies Registration Office within fifty six days from that date.

The reasons for this extension are:

1. the challenges caused by the new CORE system (i.e. adjusting to the new IT system) and
2. Level 5 restrictions

For daily updates from the Companies Registration Office, please click the following link: https://cro.ie/

For further information, please click: https://cro.ie/annual-return/filing-an-annual-return/

Please be aware that the information contained in this article is of a general nature.  It is not intended to address specific circumstances in relation to any individual or entity. All reasonable efforts have been made by Accounts Advice Centre to provide accurate and up-to-date information, however, there can be no guarantee that such information is accurate on the date it is received or that it will continue to remain so. This information should not be acted upon without full and comprehensive, specialist professional tax advice.

Setting up Companies. Foreign Company. Branch or Subsidiary. Limited Company. Business Operations

When setting up a foreign company in Ireland, the first step is to decide on the most appropriate structure i.e. a branch or a subsidiary company.  Briefly, a branch is an extension of the foreign company, carrying out the same business operations while a subsidiary is an independent legal entity.

• A branch is not a separate legal entity in its own right.
• Instead, it’s an arm of the external company operating in Ireland.
• In other words, a branch office is an extension of the parent company abroad.
• A branch performs the same business operations and operates under the legal umbrella of the parent/holding/external company.
• The parent/external/holding company has complete control over any of the branch’s decisions.
• All liabilities incurred by the branch are ultimately those of the head office located overseas.

• A subsidiary, on the other hand, is an independent legal entity.
• It can be either partially or wholly owned by the foreign company.
• It has the same compliance requirements as a that of a Limited Company in Ireland.
• A subsidiary is generally considered to be more tax-efficient than a branch because it’s liable to Irish Corporation Tax on its worldwide income.
• The subsidiary will be required to file an A1 and Constitution with the Companies Registration Office.

SUBSIDIARY

Registering a subsidiary is just like setting up a new company in Ireland.

It is an independent legal entity which is different to the parent or holding company.

Incorporation of a subsidiary requires the completion of Irish Companies Registration Office (CRO) statutory documentation and the drafting of a constitution. The only difference is that the parent company must be either the sole or majority shareholder of the new company i.e. holding at least 51% of the shares.

The subsidiary is generally registered a private company limited by shares.

When setting up a company with another company as the shareholder, someone must be appointed who is authorised to sign on behalf of the company.  This would usually be a Director or another authorised person.

The liability of the parent company is limited to the share capital invested in the Irish subsidiary

With a Parent company as the shareholder, all the existing shareholders of that parent company have the same percentage stake in the new Irish subsidiary.

As with all new Irish companies, the subsidiary will require at least one director who is an EEA resident and a company secretary.  It will also be required to have a registered office address and a trading office within the State.  The company must purchase an insurance bond if none of the directors are EEA resident, unless, the subsidiary can demonstrate that it has a “real and continuous economic link” to Ireland.

An Irish subsidiary company can avail of the 12½% Corporation Tax rate on all sales, both within Ireland as well as internationally.

BRANCH

A branch is not a separate legal entity.

It is generally considered to be an extension of its parent company abroad.

The parent company is fully liable for the Branch and its activities.

An Irish branch will only be allowed to carry out the same activities as the parent company.

In accordance with the Companies Act 2014, a branch must be registered within thirty days of its establishment in Ireland.

As a branch is deemed to be an extension of the external company, its financial statements would be consolidated with those of the parent company and legally it cannot enter into contracts or own property in its own right.

An Irish branch company only qualifies for the 12½% Corporation Tax on sales within Ireland.

A Branch is required to file an annual Return with a set of financial statements of the external company, with the CRO.

For further information, please click: https://cro.ie/registration/external-company/

Disclaimer This article is for guidance purposes only. Please be aware that it does not constitute professional advice. No liability is accepted by Accounts Advice Centre for any action taken or not taken based on the information contained in this article. Specific, independent professional advice, should always be obtained in line with the full, complete and unambiguous facts of each individual situation before any action is taken or not taken.  Any and all information is subject to change.

CRO, CORE, Company Secretarial Services, Companies Office, Annual Returns filing

The new CORE (Companies Online Registration Environment) Portal will be launched on 16^th December 2020.  The new Portal will make filing with the Companies Registration Office (CRO) easier and more efficient in terms of registering entities, submitting documentation, checking company status, CRO account management, etc.

Main Features of the new CORE Portal include:

1. The ability to upload signed PDF signature pages. This removes the requirement to post signature pages to the Companies Registration Office and should greatly reduce issues such as lost or delayed post as well as missed filing deadlines. A signature page must be generated and signed then a PDF version of the signed signature page can then be uploaded to the system. Please be aware, the option of E-signatures to sign the signature page will not be available.

2. An automatic Fifty Six days to file Annual Returns. This replaces how presenters file annual returns.  Currently the Form B1 can be filed and a signature page generated twenty eight days after the ARD with a further twenty eight days to file the accounts.  From 16^th December 2020 companies will have an automatic 56 days from its ARD (annual return date) to complete the entire filing process which will include (a) preparing the annual return in CORE, (b) uploading the financial statements, (c) generating the signature page once the financial statements have been successfully uploaded, (d) uploading the signed signature page in a PDF format and (e) make the necessary filing payment.

3. From 16^th December 2020 it will be possible for CORE users to preview, remove and upload a new version of the financial statements before the B1 signature page is generated. Currently a new signature page is created every time a set of financial statements is removed and a new version is uploaded.

For further information, please click: https://cro.ie/services-and-help/core/

Please be aware that the information contained in this article is of a general nature.  It is not intended to address specific circumstances in relation to any individual or entity. All reasonable efforts have been made by Accounts Advice Centre to provide accurate and up-to-date information, however, there can be no guarantee that such information is accurate on the date it is received or that it will continue to remain so. This information should not be acted upon without full and comprehensive, specialist professional tax advice.

Central Register of Beneficial Ownership – Companies Registration Office CRO – Anti-Money Laundering Directive.

On 29th July 2019 the Central Register of Beneficial Ownership was launched in Ireland.  This new legal requirement forms part of Ireland’s implementation of the 4th EU Anti-Money Laundering Directive.  The new Central Register of Beneficial Ownership requires that all companies file details of their Ultimate Beneficial Owners with the Companies Registrations Office.  Under the Regulations, the commencement date for the obligation to file on the Central Register was 22^nd June 2019 and companies must deliver their beneficial ownership information to the CRO by 22^nd November 2019.

Going forward, newly incorporated companies will have five months from the date of incorporation to register their information.

It is considered a breach of statutory duty not to file within the deadline date.

This is a new filing requirement, in addition to the other usual requirements, for example, filing a B1 annual return.

Background

Irish corporates and certain other legal entities have been required to create and maintain a beneficial ownership register since November 2016.  On 18th November 2018 the Anti Money Laundering and Terrorist Financing (Criminal Justice) Act 2018 was signed which transposed the Fourth Anti-Money Laundering (AML) Directive into Irish law.

Who is a Beneficial Owner?

A beneficial owner is defined an individual/natural person who owns or controls directly or indirectly:

1. more than 25% of the equity
2. more than 25% of the voting rights or
3. has capacity to control the company by other means.

For definition of “beneficial owner” under the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019, please click: https://www.irishstatutebook.ie/eli/2019/si/110/made/en/print

In situations where no beneficial owners can be identified, the names of the directors, senior managers or any other individual who exerts a dominant influence within the company must be entered in the register of beneficial owners.  In other words, where the beneficial owners are unknown, the company must take “all reasonable steps” to ensure the beneficial ownership information is gathered and recorded on the register.

The following information is required to be filed with the RBO in respect of each beneficial owner:

1. The name,
2. Date of Birth,
3. Nationality,
4. Residential Address,
5. PPS Number, if applicable – The Registrar will not disclose any PPS Numbers and will only use them for verification purposes.
6. A Statement of the nature and extent of the ownership interest held or extent of the control exercised,
7. The date of entry on the register as a beneficial owner,
8. The date of ceasing to be a beneficial owner.

For non-Irish residents who do not hold a PPS number, a Transaction Number must be requested from the Companies Registration Office.  This is done by completing and submitting a Form BEN2 and having it notarised in the relevant jurisdiction.

Failure to comply with the Regulations is an offence and shall be liable on summary conviction to a Class A fine, or conviction on indictment to a fine up to €500,000.

Going forward, any changes to a Company’s Internal Beneficial Ownership Register must be updated in the Central Register within fourteen days of the change having occurred.

Once a company has been dissolved the registrar will delete all information held in relation to that entity, after the expiration of ten years.

Who has access to this information?

As required by EU anti-money laundering laws, members of the public will have restricted access to the CRBO including:

• The name, month/year of birth, country of residence and nationality of each beneficial owner.
• The nature and extent of the interest held or the nature and extent of the control exercised by the beneficial owner.

The 2019 regulations provide for the following to have unrestricted access to the Central Register:

• An Garda Síochána
• The Revenue Commissioners
• Members of the Financial Intelligence Unit Ireland
• The Criminal Assets Bureau

For further information, please click: https://cro.ie/registration/beneficial-ownership/

For more information, please click: https://rbo.gov.ie/wp-content/uploads/sites/2/2024/03/RBO_Annual_Report_2019.pdf

Please be aware that the information contained in this article is of a general nature.  It is not intended to address specific circumstances in relation to any individual or entity. All reasonable efforts have been made by Accounts Advice Centre to provide accurate and up-to-date information, however, there can be no guarantee that such information is accurate on the date it is received or that it will continue to remain so. This information should not be acted upon without full and comprehensive, specialist professional tax advice.