CRO U-turn on Company Voluntary Strike-off Rules

The Companies Registration Office has made a u-turn on its plans to restrict the Voluntary Strike Off procedure for companies.

In a recent blog article, I bemoaned a Companies Registration Office (CRO) move to curtail the simple and inexpensive CRO Voluntary Strike Off process to have a company dissolved. The CRO announced this summer that a company could only avail of this procedure if its Issued Share Capital was  less than €150. This meant that companies with a higher Issued Share Capital would instead have to undergo a Members’ Voluntary Liquidation  – a complex exercise that can cost thousands of euro in professional fees.

Thankfully the CRO have now scrapped these plans.

In a statement released yesterday, they confirm that a company can now still avail of the Voluntary Strike Off process, even if its Issued Share Capital exceed €150.

This is a very welcome development, and the CRO deserve credit for taking speedy action to resolve this issue.

Bizarre CRO Change To Cost Companies Thousands

A bizarre and pointless change to CRO procedure is set to cost some companies thousands of Euro in professional fees.

If you own a limited company and wish to close it down, you can no longer use the simple and inexpensive Companies Registration Office (CRO) Voluntary Strike Off process to have your company dissolved – if your company’s ‘Issued Share Capital’ exceeds €150. Instead, the CRO now will now require your company to undergo a Members’ Voluntary Liquidation  – a more complicated process that can cost you several thousand euro in professional fees.

This arises from a little-heralded administrative change announced by the CRO earlier this year.  Previously any company could avail of the Voluntary Strike Off process. Now it applies only to companies with ’Issued Share Capital’ of less than €150.

Issued Share Capital is a technical term for the value of shares issued by a company. Most owner-operated companies will normally have an Issued Share Capital of €100, usually comprising 100 ordinary shares of €1 each.

However, a company that has been in existence since 2001 or earlier may well have an Issued Share Capital of €200, (eg 100 ordinary shares of €2 each). This is because such companies were encouraged, as part of the Euro Changeover, to convert their share capital from Irish Pounds to Euro. The most common way to do this at the time was to increase the value of their shares from £1 (€1.26973) each to €2 each. All such companies are now excluded from the Voluntary Strike Off procedure.

In addition, any company that was formed with a higher number of €1 shares (eg 3 shareholders with 100 shares each, making up a total of 300 shares) will also be barred from availing of a Voluntary Strike Off.

Furthermore, to qualify for Voluntary Strike Off, a company’s share capital must not have exceeded €150 anytime in the previous three years. If a company has a higher share capital, e.g. €200 or €300, it is difficult and problematic to have this reduced to a lower  figure. And, even if they manage to do so, they will then have to wait three years before they can qualify for Voluntary Strike Off.

This means three more years of preparing and filing accounts and other general administration – all the time incurring additional costs.

I am sure there is a technically and legally sound reason for this obscure change, but its logic escapes me. I can’t help thinking that it is bizarre and pointless to arbitrarily ban some companies from the very useful Voluntary Strike Off process, simply on the basis that their share capital is slightly higher than the norm.

According to the 2010 CRO Annual Report, last year a total of 5,488 companies underwent Voluntary Strike Off, which meant that they were dissolved in an orderly and legal manner, with no creditors or obligations left unpaid. In contrast, the CRO struck off  6,272 companies for failure to file returns. Practically all of these companies were dissolved while owing unpaid filing fees to the CRO (up to €1,240 for each unfiled return), while many among them would have also owed further sums to Revenue, banks and other creditors.

All the time, it seems that bureaucratic administrative rules are making it harder and harder for compliant companies and their directors to adhere to the law – while at the same time over 6,000 companies last year were allowed to flout the law and avoid both their public filing obligations and the associated compliance costs.

One more example of punishing the innocent for the sins of the guilty?

Companies Office Annual Report 2010 now online

The Companies Registration Office (CRO) Annual Report for 2010 has just been published online. It is a treasure trove of interesting statistics about Irish companies last year, and a fascinating insight into the state of Irish company administration.

The following points caught my eye.

• At the end of 2010, some 185,000 companies were in existence in Ireland.
• At that date, 88.3% of companies had an up-to-date filing record.This means that the remaining 11.7% were in arrears, and are all ineligible for Audit  Exemption.
• The CRO processed 170,000 annual returns in 2010. Their busiest month was November, when they registered 32,000, so it would appear that large numbers of CRO returns are not filed until the end of the annual Revenue tax filing season. The normal CRO monthly average is 12,000 per month.
• The CRO registered 28,089 new business names in 2010. Despite the recession, 10% more business names were registered in 2010 compared to 2009.
• The CRO earned a total of €11.31m in later filing penalties in 2010. They expect this income to fall in 2010, as more companies file on time.
• 93 companies were prosecuted for non-filing last year, with 49 convicted. These 49 convictions yielded €63,000 in fines, an average of €1,285 each. In this context, its worth noting that a company filing an annual return a year late will pay a maximum penalty of €1,200, 93% of the average penalty imposed by the courts for non-filing.  This unfortunately represents a scant incentive for companies to regularise their affairs and bring their CRO filings up to date.
• 28 companies went into examinership in 2010. By year end, 15 had returned to normal trading, two had entered court liquidation and receivership, a further two had gone into receivership while the remaining nine continued in examinership.
• A total of 2,403 liquidations were notified to the CRO last year. Nearly half (1,158) of these were Members Voluntary Liquidations, a similar number (1,124) were Creditors Voluntary liquidations, while the remaining 121 were Court Liquidations.
• It is perhaps sobering to note that an average of 10 companies went into liquidation every working day in 2010.
• A total of 6,287 companies were in liquidation at the end of 2010, a grim epitaph for a grim year for Ireland’s economy.

CRO Returns – Time Runs Out for Bogus Auditors

Last January, an investigation by Irish Independent’s Emmet Oliver highlighed the problem of bogus auditors, where individuals were illegally signing audit reports and certifying company accounts – although these people were neither qualified, regulated nor insured to do so.

The Companies Registration Office (CRO) have now moved to close the loophole that allowed this problem to arise.

From 1 April next, a new format of the CRO Form B1 annual return will be introduced. This will require the auditor’s official Auditor Registration Number (ARN) to be quoted on all such returns when audited accounts are being filed with the annual return.

This new requirement will not affect the vast majority of Irish SME companies, who can avail of audit exemption. Where a company claims the exemption, they will not have to enter an ARN on their annual return.

However it will affect all companies which either forfeit their annual exemption, (e.g. by filing late returns), or for which an annual audit is manatory.

The official Public Register of Auditors is now online. This lists each audit firm’s ARN, together with contact details etc.

Is your company paying for unnecessary audits?

I have recently updated my website www.mcgibney.com with a detailed feature on Audit Exemption. If you own or run a limited company, the chances are that your company can use Audit Exemption to avoid the hassle and expense of an annual audit.

I have read previously that some 96% of Irish companies are eligible to avail of this option, yet not all companies do so.

To qualify, a company’s filing record in the Companies Office must be fully up to date.

You can read the article here.

Changing a Company’s CRO Annual Return Date

Every Irish-registered limited company must file an annual return with the Companies Registration Office (CRO) each year.

If you own or manage a company, your company will have been allocated an Annual Return Date (ARD). You must file the company Annual Return (together with accounts, if appropriate) within 28 days of  the nominated date.

In certain circumstances you can file an application to extend your Annual Return. You can do this by filing Form B73 with your B1 Annual Return.

If you are considering doing so, you should note the following points:

• You can only extend your company’s Annual Return Date if its CRO filing record is up to date.  You cannot do this if there are any outstanding annual returns or accounts.

• If the company’s filing position is up to date, you can extend the Annual Return Date by up to six months.

• The option can only be exercised within 28 days of the existing annual return date (ARD).

• If you apply early to extend it, ie before the current ARD passes, then the 6 months period is curtailed accordingly. For example if you apply on 20 January, you can only go to 20 July.

• Your filing date cannot be longer than 9 months after the year end. You have a 28 days grace period after the actual filing date.

For example if your accounts year end is 30 September 2009, you must file within 28 days of 30 June 2010.  If your accounts year end is 31 December 2009, you must file within 28 days of 30 September. These rules still apply if your official ARD is on a later date.

• An application to extend an ARD can only be filed once every 5 years. You cannot extend your ARD if you already have done this within the past 5 years.

In short, this is an option that must be used sparingly, and with care