Annual Company Law Compliance | KPMG | IE

Annual Company Law Compliance

Annual Company Law Compliance

Companies are required to hold a physical AGM once in each calendar year with the meeting taking place within nine months of the financial year-end.

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Companies are required to hold a physical AGM once in each calendar year with the meeting taking place within nine months of the financial year-end. Therefore, companies with financial year-end of 31 December 2016 are required to hold their 2017 AGM by at latest 30 September 2017.

One of the main purposes of an AGM is for the shareholders to receive and consider statutory financial statements. Therefore, statutory financial statements must be finalised, signed by the directors and, where appropriate, signed by the auditors prior to the AGM being held.

Section 175(3) of the Companies Act 2014 provides for a simplifying measure in that the shareholder(s) of an LTD and the single member of all other company types may pass a written resolution in lieu of convening and holding a physical AGM in any year where all the members entitled (at the date of the written resolution) to attend and vote at such general meeting sign, before the latest date for the holding of the AGM, a written resolution:-

  • (a) acknowledging receipt of the statutory financial statements that would have been laid before the AGM; and
  • (b)  resolving all such matters as would have been resolved at the AGM.

Companies in default of this, and their officers, are guilty of an offence and are liable to fines.

Steps should therefore be taken to ensure that 31 December 2016 statutory financial statements are completed and signed as soon as possible to facilitate the holding of an AGM prior to 30 September 2017 to enable a company and its directors comply with their statutory obligations.

Annual Returns

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 2016 will be required to file an annual return, made up to a date not later than 30 September 2017, in the CRO, together with a copy of the appropriate 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.

Contact your auditors to ensure that statutory financial statements are available in time for presentation at the AGM and for filing in the CRO.

Failure to comply with the filing deadlines for Annual Returns is a category 3 offence under the Companies Act 2014.

Mandatory Electronic Filing

The CRO is the central depository of information for circa 200,000 companies in Ireland.

The most commonly filed forms are

  • Annual return and financial statements;
  • Change of registered office address;
  • Change of Director and/or Secretary;
  • Nomination of a new annual return date.

From last June, these forms can only be filed electronically and it is not now possible to submit paper versions of these forms to the CRO.

If KPMG provide you with Company Secretarial Services and we have been appointed as your electronic filing agent we can therefore submit these forms to the CRO on your behalf.

Although an EFA can electronically file on your behalf, there is still a paper submission where a director or secretary certification or consent is required e.g. the certificate that accompanies the financial statements to certify that they are true copies of those laid before the annual general meeting.

In such cases, if the paper submission is not made, notwithstanding that the electronic submission was done, the document will be deemed never to have been filed and that could lead to enforcement measures and/or loss of audit exemption.

Clients of KPMG will, as normal, be provided with the necessary advice and documentation to ensure they comply with their annual company law obligations and filings.

As we expect to encounter operational issues with the electronic submission, we are recommending filing well in advance of the filing deadline.

If you would like any additional information or assistance with your company law obligations, please do not hesitate to contact any member of your client service team.

Enforcement Measures

The CRO monitor and take enforcement measures against companies in default of their annual return filing obligations by way of involuntary strike off and company prosecutions.

During 2016, the CRO continued to enforce the Companies Act against companies in default of their obligations and 8,302 companies were involuntarily struck off the Register of Companies which represented a significant increase from the 3,072 companies were involuntarily struck off the Register in 2015.

3,664 persons were listed on the Register of Disqualified Persons at the end of 2016 and 961 persons were listed on the Restricted Persons Register.

There were 173,489 Annual Returns received in the CRO, of these 88% were filed electronically.

The CRO have recently indicated that they will start to take action against companies that are 200 days late in their filings of Annual Returns as opposed to taking action after 300 days as was previously the case.

The Office of the Director of Corporate Enforcement (“ODCE”) also has been active in the period. In 60 cases where suspected loan infringements had been reported by auditors or otherwise come to their attention, the action of the ODCE resulted in rectifications (including the repayment/reduction of loans) totalling €17m.

During 2016, the Registers of Disqualified and Restricted persons, as maintained by the Registrar of Companies, were reviewed by the ODCE. Arising from that review, a total of 83 instances were identified where persons appeared to be acting in contravention of Court Orders/provisions. Following intervention by the ODCE, the individuals’ positions were regularised.

For more in depth information please contact Tony O’Dwyer, Associate Director, Legal Services.

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