1. Annual Returns
The Companies Registration Office has advised that all annual returns due to be filed by any Company between now and 30th June will be deemed to have been filed on time if all elements of the filing are fully completed by 30th June 2020.
We are advising that any company in a position to file their annual return please do so as normal as we are expecting the last few weeks in June to be extremely busy.
The Companies Registration Office is currently closed to the public but they are processing new company incorporation applications and charge registrations.
2. Annual General Meetings
With the December 2019 auditing process now well under way, many Irish companies are now attempting to schedule dates and issue notices for their AGM, with the current environment making this process difficult.
It should be noted that virtual meetings are not permissible under Irish company law. It is permissible however that a physical meeting be held that facilitates members to participate by electronic means.
As there are currently restrictions on travel and public gatherings taking place, it makes sense for
companies to make arrangements to facilitate participation by members electronically at upcoming AGMs. Shareholders must be able to vote and speak at meetings, so appropriate technology must be made available. Clear instructions on how to participate electronically should be contained in the Notice of AGM. Our advices and recommendations in this area will depend on whether or not the AGM notice has already issued, the date on when the last AGM was held and if the Company can dispense with the requirement to hold an AGM.
Brexit has barely been mentioned in recent weeks, but all Irish companies operating with only UK resident directors are reminded that they must appoint an EEA resident director before 31st December 2020 or avail of the non-resident director bond exemption before the transition period expires.
4. Non- Trading Companies
The current environment might be an opportune time for Irish directors to review their group structure and to consider closing down any non-trading dormant companies. Mechanisms are in place under the Companies Act 2014 to close such companies quickly and cost effectively. Such closures will also cease incurring unnecessary compliance costs in keeping dormant companies alive. Our message here is, use them or lose them!
5. Register of Beneficial Ownership
Latest figures from the Central Register indicate that just over 80% of Irish companies have filed their Register of Beneficial Ownership. COVID-19 is not stopping the remaining companies from filing as we are working as normal in this area, but what it is doing is giving non-complaint companies more time to file before the Central Register issues warning letters or commences the prosecution process against non-compliant companies. We are ready to assist you with this compulsory filing now – so please get in touch if we can assist you.
6. Apostilling & Notarising Documents
The Department of Foreign Affairs has advised that the authentications and apostilling public offices are closed until further notice. We can still continue to provide such services by postal arrangements so please continue to instruct us as normal.
7. Outsource Your Company Secretarial Function
The directors and stakeholders of many companies take care of the CoSec function internally but Gatal is in a position to take over your compliance and corporate governance matters now, leaving the more important issues currently facing business owners to be tackled in the knowledge that their CoSec requirements are being managed – please contact your Moore Partner for more details.
8. Top CoSec Tips for Consideration in 2020
A. Appoint an additional (locally based) director to the board, even on a temporary basis, who is available to sign and assist binding the Company in urgent matters during the pandemic
B. Appoint Gatal as your Company Secretary or Assistant Company Secretary on a temporary basis to ensure your Company has an additional signatory available at all times.
C. Review your Company’s Constitution to ensure it complies with the Companies Act 2014 and also to review all clauses relating to the passing of board and member resolutions and any restrictions it may contain that may hinder the Company in these uncertain times.
In conclusion, Gatal is continuing to adapt and work around the current restrictions enforced on us all, however we are confident that when the Summer issue of our Gatal Gazette is circulated, the final score of this current battle will be announced as CoSec-20 – Covid-19 – by continuing to work together, we will win!