Companies are required to have an AGM (certain companies can pass a written resolution dealing with the business of the AGM) once in each calendar year with the meeting taking place within nine months of a company's financial year-end. Therefore, companies with a financial year-end of 31 December are required to hold their 2016 AGM by at latest 30 September 2016.
One of the main purposes of an AGM is for the shareholders to review the
company's affairs and receive and consider financial statements. Therefore,
financial statements must be finalised, signed by the directors and, where
appropriate, signed by the auditors prior to the AGM being held.
Companies in default of this, and their officers, are guilty of an
offence and are liable to fines.
Companies should therefore ensure that their 31 December 2015 financial
statements are completed and signed as soon as possible to facilitate the
holding of an AGM prior to 30 September 2016 to enable the company and its directors comply with their statutory obligations.
Have you ensured proper records of your board meetings and AGM are kept each year?
All decisions and actions taken by the Board of Directors or the shareholders of a company are required to be recorded and documented in the form of meeting minutes or written form resolutions. These minutes and resolutions are required to be kept in your company's minute books. Failure to do so is an offence.
Every company is required, once a year, to file an annual return, together with financial statements in the Companies Registration Office ("CRO").
Annual returns must be made up to a company's annual return date, which is a date in each calendar year falling not more than nine months after the company's financial year-end.
Therefore, companies with a financial year-end of 31 December 2015 will be required to file an annual return, made up to a date not later than 30 September 2016, in the CRO, together with a copy of the appropriate financial statements. Unlimited companies may, depending on their shareholding structure, file a special auditors report instead of their financial statements.
Where an annual return is sent back for correction by the CRO, it must be corrected and resubmitted within 14 days. If it is not, the annual return is deemed to have never been filed, resulting in late filing fees and, in applicable cases, the loss of audit exemption.
The CRO monitor and take enforcement measures against companies in default of their annual return filing obligations by way of involuntary strike off and prosecutions.
During 2015, the CRO prosecuted companies for failure to file annual returns and achieved conviction in each case. In addition, 3,072 companies were involuntarily struck off the Register of Companies for failure to file annual returns.
3,901 persons were listed on the Register of Disqualified Persons at the end of 2015 and 866 persons were listed on the Restricted Persons Register.