2021 Annual Return Filing Deadline

For companies who have a 31 December financial year end, the deadline for submitting your company’s financial statements for the financial year ended 31 December 2020 together with your September 2021 annual return in the Companies Registration Office (“CRO”) is now fast approaching.

The Registrar of Companies launched a new electronic filing system in December 2020 which has resulted in changes to the execution of annual return documentation and the timelines for submission to the CRO. There is no longer a requirement for originally signed documentation to be filed with the CRO and there is now one streamlined 56 day filing deadline for Annual Return submissions to the CRO.

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

Click here for further information on how we can help. 

Electronic Signatures

With remote working, and a hybrid working model looking favourable for organisations in the future, the coordination of both the execution and collection of signatures on documentation will remain a challenge. Electronic signing of documents (where possible) is a way to ease these challenges. KPMG use DocuSign with our clients and it is proving very efficient in the delivery and execution of company law compliance documentation.

Click here to view a short video demonstration on our new digital company law compliance service.

Companies (Miscellaneous Provisions) (Covid-19) Act 2020

The Companies (Miscellaneous Provisions) (Covid-19) Act 2020 which was to initially apply for an interim period to 31 December 2020 has now been extended to 31 December 2021 following government approval.

The Act will continue to provide welcome assistance to companies holding virtual general meetings for the calendar year 2021.

Please click here for more information. 

Companies Registration Office

As previously highlighted, the CRO moved to a new online filing system in December 2020. The new system means that 20 of the most commonly filed CRO documents can now be prepared and filed electronically.

The CRO has also published its Annual Report for 2020 and some key points to highlight include:-

  • Covid-19 had a significant impact on the operations of the CRO including the closure of its offices to the general public and longer processing times 
  • Enforcement activity was suspended
  • Annual return filing extensions were announced
  • There were a total of 21,873 companies incorporated in 2020 representing a decrease when compared to the same period in 2019. This reduction was mainly attributed to a significant reduction in the number of incorporations which occurred during March, April and May 2020 as a result of Covid-19
  • Over 81% of all CRO submission in 2020 were filed electronically
  • A total of 23 cases were prosecuted by the CRO in 2020 for failure to file annual returns and a further three cases were brought against company directors by the CRO
  • At the end of 2020 there were 251,275 Irish companies in existence on the register, resulting in over 431,000 document submissions being filed with the CRO.

RBO Annual Report 2020

The Registrar of Beneficial Ownership of Companies and Industrial and Provident Societies has published its 2020 Annual Report. Some of the key observations contained in the report include:-

  • By 31 December 2020, 81% of companies and 64% of societies had filed beneficial ownership information with the RBO
  • 21% of submissions filed in 2020 were rejected by the RBO
  • Discrepancy and non-compliance reporting procedures were published. In 2020, 7 non-compliance notices were received and 2 discrepancy notices were received
  • A Non-Compliant Reminder Campaign was initiated
  • There were no enforcements or prosecutions initiated in 2020

Recent amendments will bring into focus what beneficial ownership information has been filed on public record. For example, in excess of 20,000 companies are incorporated in Ireland each year, a significant portion of whom will need a bank account. Prior to a bank account becoming operational, the bank has to check that the beneficial ownership details have been filed in the RBO. Additionally, should the bank form an opinion that there is a discrepancy between the beneficial ownership information shown in the RBO and that provided to them by the company, then they are legally obliged to report the discrepancy.

Once notified, the RBO may make an appropriate entry in the RBO and serve notice on the company to clarify the discrepancy and/or to file such information to resolve it. Additionally, if the senior managing officials (e.g. directors) are recorded as the beneficial owners, then the bank has to verify the identity of each senior managing official.

Click here to view the 2020 RBO Annual Report.

ODCE Annual Report 2020

The Office of the Director of Corporate Enforcement has also published its Annual Report for 2020. Some of the main considerations of the report include:-

  • Liquidator reports received during 2020 were down almost a quarter on 2019 levels. This substantial reduction reflects a number of factors, including the underlying downward trend in insolvent liquidations in recent years and the impact of public health restrictions on liquidators’ ability to discharge their functions. This had the knock-on effect of reducing, by 38%, the number of company directors restricted and disqualified by way of undertakings during the year.
  • There were 12 Criminal Convictions in 2020
  • 18 company directors were disqualified as a result of ODCE investigations into companies that had been allowed by their directors to be struck off the Register of Companies whilst having significant debts
  • A total of 149 complaints from the public were received
  • A total of 56 Company Directors were Restricted in 2020.

The Government has published the Companies (Corporate Enforcement) Authority Bill 2021 which will see the ODCE become a statutory independent agency to investigate and prosecute what is commonly known as white collar crime.

The ODCE is already recruiting for new staff so expect to see plenty of activity from them in the future!      

To view the ODCE Annual Report 2020 click here

Trust Regulations

The European Union (Anti-Money Laundering: Beneficial Ownership of Trusts) Regulations 2021 came into force on 24 April 2021 replacing and expanding the trust regulations introduced in January 2019.

The scope of the new 2021 Regulations is far and wide and extends to nominee arrangements, the most common being where an individual holds shares in a company for the benefit of another.

As the deadline for submission approaches, please click here for more information and how we can help. 

Brexit

As we all adjust to Brexit and what it means for Irish businesses, our Brexit podcast series discusses some of the key practical Irish company law implications to consider and how to navigate these changes.

Click here to listen to the podcast series.

Get in touch

The pace of change is challenging leaders like never before. To find out more about how KPMG perspectives and fresh thinking can help you focus on what’s next for your business or organisation, please get in touch with Aoife Kernan or Salvador Nash of our KPMG Legal Services Company Secretarial team. We’d be delighted to hear from you. 

Get our insights