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Gatal Gazette - Issue One - January 2019

"Nothing is certain except death and taxes"

Benjamin Franklin is acknowledged as the author of this quote from the late 18th century and for a long time, he, like many of his works, was considered revolutionary and way ahead of his time. However, if the "First American" was an Irish Company Director today, he may well be considering the addition of a third element to his famous quote - as we all know, change is inevitable and nowhere more so than in Corporate Compliance and Company Law matters in Ireland.

As we start 2019, here is a quick look back at the top five recent Corporate Compliance and Company Secretarial Changes that all Irish company directors, company secretaries and stakeholders should be aware of;

1. Single Director Companies
Irish companies no longer require a second director, so sole directors no longer need to involve their spouse, partner or sibling to act as a second director in their Company.

2. Constitution
Following the introduction of the Companies Act 2014, any company that did not convert to the new company type during the transition period are more than likely still operating with a Constitution (Memorandum and Articles of Association) referencing the previous outdated Companies Acts. If you have not already done so, a review of all Constitutions you are associated with should be conducted now.

3. Mergers
Irish companies can now merge and transfer assets/liabilities,  then allowing the remaining "shell" company be dissolved by the Companies Registration Office without entering into the strike off or liquidation process.

4. Register of Beneficial Owners
Has your Company created its RBO and do you know who it's beneficial owners are? - this is a legal requirement and you will be hearing a lot more on this subject late this year as new legislation is expected imminently, resulting in annual filings for all Irish entities being made with the Registrar of Companies.

5. Audit Exemption
Recent changes now mean that a loss of audit exemption for late filing of an annual return will now apply for the next two annual returns and financial statements filed and not the year in which the late annual return was filed.

One of the biggest change on the way this year is that the Companies Registration Office has recently announced it is testing a new system whereby original ink signatures will no longer be required on any document filed with them - all signatures are expected to be scanned and filed electronically.

Gatal is also keeping a very close eye on the Companies (Corporate Enforcement Authority) Bill 2018, in which the Office of the Director of Corporate Enforcement will be established as a standalone agency to be re-named as the Corporate Enforcement Authority, a move which is expected to strengthen Ireland's regulatory framework for the conduct of business and the prevention of white collar crime- interesting times ahead!

We began with an 18th century quote from a very wise man, let us end with a 2019 quote from all Irish company directors;

"Nothing is certain except death, taxes and Irish corporate compliance changes"