The Companies Act 2014 places many onerous responsibilities and demands on companies and their directors.
KPMG Company Secretarial can assist companies and directors with their on-going annual company law obligations.
All Irish-registered companies have an annual obligation to file an annual return with the Companies Registration Office (‘CRO’).
The annual return is required to provide details of the share capital, shareholders and officers of the company at a designated date, being the company’s annual return date. The annual return is usually filed with a copy of the company’s statutory financial statements covering a relevant statutory accounting period.
In addition to the requirement to file an annual return in the CRO, the Act imposes a requirement to hold an AGM every year within prescribed timelines. Certain companies can decide not to hold a physical AGM and in such cases a resolution of all the members is required to deal with the business of the AGM. The business to be considered at an AGM will differ on a company by company basis, depending on its corporate constitution.
The Companies Act also imposes obligations on directors to ensure that proper books and records, such as statutory registers and minutes of all director and shareholder meetings, are kept.
The Office of the Director of Corporate Enforcement and the Registrar of Companies have a remit to enforce these statutory obligations. A range of sanctions are used to achieve this objective. These may include the imposition of late filing penalties, the prosecution of companies and/or its officers, court orders and involuntary strike off. Involuntary strike off results in the loss of control over assets and may result in the directors of a company being held to be personally liable for the debts of the company.
KPMG Company Secretarial can assist companies in preparing their annual return and AGM documentation, ensuring compliance with the provisions of the Companies Acts and a company’s own corporate constitution, maintenance of primary statutory registers in electronic form, retention of minute books and acting as electronic filing agent.
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