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Charities Towards 2012 The Role of the CRO Paul Farrell Registrar of Companies

Charities Towards 2012 The Role of the CRO Paul Farrell Registrar of Companies. CRO. Statutory body, under the Department of Enterprise, Trade and Employment Registration of companies and business names, provision of company information to public

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Charities Towards 2012 The Role of the CRO Paul Farrell Registrar of Companies

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  1. Charities Towards 2012 The Role of the CRO Paul Farrell Registrar of Companies

  2. CRO • Statutory body, under the Department of Enterprise, Trade and Employment • Registration of companies and business names, provision of company information to public • Central repository of public statutory information on Irish companies • 400,000 submissions a year • 160,000 live companies

  3. CORE • Check the status of companies in lists which can be sorted in various orders • Receive notification of filings for companies in their portfolio and of changes in the status of those documents • Obtain CRO Account balance, transactions and statements • Electronically file documents • Now includes pre-filled annual return

  4. www.core.ie

  5. Incorporation Prepare • Memorandum of Association, setting out conditions under which incorporation is granted e.g. name, objects and powers of company • Articles of Association, setting out rules under which company regulates its affairs • Model forms of both documents in relevant table of first schedule to CA 1963 • Form A1, giving details ofcompany name,registered office, secretary/directors and their consent to acting thus, subscribers and share details

  6. Good Practice • Ensure your Registered Office is Correct • Where CRO sends letters and notices • Must be a physical location • Docs left /sent by post to R.O. deemed by law delivered, even if R.O. changed • Vital to keep CRO informed of changes • Subscribe to our newsletter • We issue regular notices of interest to company officers • Name must be displayed outside company’s premises, and on letterheads, invoices etc.

  7. Filing Obligations • Companies must file an annual return and accounts once at least in every year • Return must be completed correctly, signed and filed on time (within 28 days of Annual Return Date) • Return shows company position to public at a point in time • Return must reflect all changes notified to CRO in director details, R.O. details share capital details • If not satisfactory, return sent back for amendment

  8. Enforcement • Late filing fee--€100 on day one plus €3 per day to max of €1,200 • Restricted once-off waiver for --“not for profit” companies whose objects comprise charitable work/community welfare -- Genuine “force majeure” cases

  9. Enforcement Background • By late 1990s, enforcement of company law was ineffective –diminution in deterrent value of penalties, lack of consequences for directors of struck-off, indebted companies • By 1997, proportion of companies filing on time was 13%

  10. Company Compliance—Renewed Enforcement • New enforcement powers and activity led to a surge in filings over time • Proportion of companies filing on time developed as follows : 2000 : 39% 2004 : 71% 2007 : 88%

  11. Late Filing Revenue per Day 2002 2006

  12. Notice Systems • Write to companies (and directors where companies are poor filers) • We send notices to companies before their ARD, and reminder notices where an ARD passes without a filing • We send notices warning of strike-off or prosecution where applicable • We issue twice-yearly bulletin “Compliance Matters” to all directors • We undertake advertising campaigns at periods of peak filings

  13. Company ComplianceNon-Filers : Prosecutions • CRO prosecutes (District Court) companies and directors for failure to file • Selection based on a company’s delinquency in filing • Penalty can reach €1,900 for each offence • Director with 3 convictions can be disqualified from directorship/involvement with any company, for a period

  14. Company ComplianceNon-Filers : Strike-Off • Failure to file in respect of any one year can cause strike-off • Set, stepped procedure involved, various notices • Struck-off companies lose privilege of limited liability and assets vest in Minister for Finance • DCE empowered to seek disqualification/restriction of directors of struck-off companies • Struck-off companies can be restored (admin or court)

  15. Company Compliance Non-Filers : Court Injunction • Registrar empowered to seek order from High Court directing company to file outstanding return/s • This action follows failure of company to file in response to a specific “Section 371” warning notice • Registrar may seek costs to him of taking the action • Have used sparingly but successfully

  16. Audit • Accounts of public companies must be audited • Charities tend to register as Guarantee companies and so are public • Another company type would possibly give audit exemption • Audit exemption possible

  17. Reducing dual filing • An acknowledged policy objective for charities • A shared objective anyway to reduce administrative burdens on companies generally • CRO will make available as necessary all information required by the regulator and can equally process information transferred to us • Working with the Department to get a good solution

  18. Charities Towards 2012 The Role of the CRO Paul Farrell Registrar of Companies

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