1. New 2020 Compliance Bill to be Enacted Soon
The Companies (Miscellaneous Provisions)(Covid-19) Bill 2020 proposes to address certain compliance challenges faced by Irish companies due to the current pandemic where compliance with the Companies Act 2014 may not be possible due to current social distancing measures in place, with particular emphasis on the convening of Annual and Extraordinary General Meetings and is expected to cover the interim period expiring on 20th June 2021.
As at 5th August 2020, the Bill has completed all 5 stages of the Seanad Eireann and Dáil Eireann processes and will be enacted once signed into law by President Higgins in the coming weeks.
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.
The Bill is expected to assist companies by:
a. Allowing documents to be executed under seal in different counterparts;
b. Allowing Annual General Meetings to be held by electronic means despite any such restrictions set out in its Constitution;
c. Allowing meetings to be cancelled and re-convened without the need for a formal board meeting to be held;
d. Adding mechanisms to assist Companies in voluntary liquidations, examinerships and Court wind-ups.
We will provide a further and more detailed update once the Bill is enacted in our next update.
2. Annual Return – Filing Extension Deadline is Fast Approaching
The Companies Registration Office has advised that all annual returns due to be filed by any Company between 18th March and 31st October 2020 will be deemed to have been filed on time if all elements of the filing are fully completed by 31st October 2020. If you are unsure of the current filing status for your companies, clients or competitors, please let us know and we can carry out a Company Search and send you on the details and set out what you need to do to remain compliant and avoid a possible loss of audit exemption for two years.
3. Brexit – Potential Required Changes to Board of Directors
Brexit has barely been mentioned in recent times, but you should note all Irish companies operating with only UK resident directors are reminded that they must appoint an European Economic Area resident director before 31st December 2020 or avail of the non-resident director bond exemption before the current transition period expires at the end of the year. The EEA comprises all 26 EU countries plus Norway, Liechtenstein and Iceland and it should be noted that this requirement relates to the residency of the Director and not nationality.
4. Dormant Companies – Avoid Unnecessary Annual Compliance Costs
Now would be an opportune time for Irish company directors to review their group structure and to consider closing down any non-trading dormant companies. Mechanisms are in place under the Companies Acts 2014 to close such companies quickly and cost effectively. Such closures will also cease incurring unnecessary annual compliance costs in keeping dormant companies alive.
5. Register of Beneficial Ownership – Warning Letters
Latest figures from the recently produced 2019 Annual Report of the Central Register of Beneficial Ownerships indicate that just over 75% of Irish companies have filed their Register of Beneficial Ownership. We are expecting the Central Register to commence the process of issuing reminder letters to non-compliant companies from September and this correspondence will set out the enforcement options that may be taken against such companies. It should be noted that this is not an annual recurring filing requirement and once the initial filing is made, only subsequent changes to the beneficial ownership of each individual company will require further filings to be made.
Gatal is continuing to adapt and work around the current restrictions enforced on us all in an ever changing environment and will keep you up to date with all changes that you need to be aware of.