Companies Registration Office

The Companies Registration Office’s New Online Portal launched on 16th December 2020

 

The new CORE Portal will be launched on 16th December 2020.

 

The new Portal will make filing with Companies Registration Office easier and more efficient.

 

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 CRO 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.

 

  1. 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 16th 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.

 

  1. From 16th 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.

 

CRO – Central Register of Beneficial Ownership – Ireland

 

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 22nd June 2019 and companies must deliver their beneficial ownership information to the CRO by 22nd 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.

 

 

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.

 

 

 

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