CRO update on filing date for annual returns
CRO mandatory requirement for company directors to provide PPSNs from 11th June 2023
The Companies Registration Office (CRO), under Section 35 of The Companies Corporate Enforcement Act (2021), will require Company Directors to provide their personal public service numbers (PPSNs) when filing the following forms. This will be a mandatory requirement from Sunday, 11th June 2023:
- Form A1- Company incorporation,
- Form B1 – Annual return,
- Form B10 – Change of director and, or in their particulars,
- Form B69 – Notification by the individual that he/she/they has/have ceased to be a director or secretary.
Directors’ PPSNs will be required for validation purposes only. PPS numbers, RBO numbers and VINs will not be accessible on the public register.
The purpose of the new disclosure requirement is to reduce the risk of identity theft by introducing additional identity validation checks. This will affect individuals who may, wrongly, hold more than twenty five active directorships under different name variations.
It is important to note that non-compliance will constitute a Category 4 offence.
Please be aware that if the PPS Number does not match the PPS Number held by the Department of Employment and Social Protection, this may result in the submission being rejected. Therefore, to avoid any discrepancies and delays with filings, Directors should act now to make sure that the information held by the DEASP is consistent with that held by the CRO. It’s important to keep in mind that CRO rejections could lead to late filing penalties and delays in meeting annual return filing dates.
In circumstances, where a director does not have a PPS Number, but has been issued with an RBO number in connection with filings with the Central Register of Beneficial Ownership, this RBO number can be used for the relevant CRO filings.
In situations where a director does not have either a PPS number or an RBO transaction number, they must apply to the CRO for an “Identified Person Number” by means of a Form VIF i.e. Declaration as to Verification of Identity.
The VIF requires the name, address, date of birth and nationality of the individual. It must be declared as true by the director and verified by a notary.
TO DO
- Directors should check that their personal details are consistent with those on record with the Department of Social Protection. Where DSP records need to be checked or amended, please be aware that Directors must do so themselves, as filing agents are unable to do so on their behalf
- Directors without a PPSN or RBO number should take steps to obtain a VIN.
For further information, please click the link below:
Please be aware that the information contained in this article is of a general nature. It is not intended to address specific circumstances in relation to any individual or entity. All reasonable efforts have been made by Accounts Advice Centre to provide accurate and up-to-date information, however, there can be no guarantee that such information is accurate on the date it is received or that it will continue to remain so.. This information should not be acted upon without full and comprehensive, specialist professional advice.
CRO update on filing date for annual returns
The Registrar of Companies has decided to extend the filing deadline for companies with an Annual Return Date falling on 30th September 2020 or later until Friday, 11 June 2021.
The extension of the deadline from 28th May 2021 was in recognition of difficulties being experienced when trying to file Annual Returns in the run-up to the filing deadline, which the CRO are currently working to resolve.
For further information, please click the link: https://www.cro.ie/en-ie/About-CRO/Latest-News/filing-extension?
BRANCH OR SUBSIDIARY – IRELAND
When setting up a foreign company in Ireland, the first step is to decide on the most appropriate structure – a branch or a subsidiary company.
- A branch is not a separate legal entity in its own right.
- Instead, it’s an arm of the external company operating in Ireland.
- In other words, a branch office is an extension of the parent company abroad.
- A branch performs the same business operations and operates under the legal umbrella of the parent/holding/external company.
- The parent/external/holding company has complete control over any of the branch’s decisions.
- All liabilities incurred by the branch are ultimately those of the head office located overseas.
- A subsidiary, on the other hand, is an independent legal entity.
- It can be either partially or wholly owned by the foreign company.
- It has the same compliance requirements as a that of a Limited Company in Ireland.
- A subsidiary is generally considered to be more tax-efficient than a branch because it’s liable to Irish Corporation Tax on its worldwide income.
- The subsidiary will be required to file an A1 and Constitution with the Companies Registration Office.
SUBSIDIARY
Registering a subsidiary is just like setting up a new company in Ireland.
It is an independent legal entity which is different to the parent or holding company.
Incorporation of a subsidiary requires the completion of Irish Companies Registration Office (CRO) statutory documentation and the drafting of a constitution. The only difference is that the parent company must be either the sole or majority shareholder of the new company i.e. holding at least 51% of the shares.
The subsidiary is generally registered a private company limited by shares.
When setting up a company with another company as the shareholder, someone must be appointed who is authorised to sign on behalf of the company. This would usually be a Director or another authorised person.
The liability of the parent company is limited to the share capital invested in the Irish subsidiary
With a Parent company as the shareholder, all the existing shareholders of that parent company have the same percentage stake in the new Irish subsidiary.
As with all new Irish companies, the subsidiary will require at least one director who is an EEA resident and a company secretary. It will also be required to have a registered office address and a trading office within the State. The company must purchase an insurance bond if none of the directors are EEA resident, unless, the subsidiary can demonstrate that it has a “real and continuous economic link” to Ireland.
An Irish subsidiary company can avail of the 12½% Corporation Tax rate on all sales, both within Ireland as well as internationally.
BRANCH
A branch is not a separate legal entity.
It is generally considered to be an extension of its parent company abroad.
The parent company is fully liable for the Branch and its activities.
An Irish branch will only be allowed to carry out the same activities as the parent company.
In accordance with the Companies Act 2014, a branch must be registered within thirty days of its establishment in Ireland.
As a branch is deemed to be an extension of the external company, its financial statements would be consolidated with those of the parent company and legally it cannot enter into contracts or own property in its own right.
An Irish branch company only qualifies for the 12½% Corporation Tax on sales within Ireland.
A Branch is required to file an annual Return with a set of financial statements of the external company, with the CRO.
Disclaimer This article is for guidance purposes only. Please be aware that it does not constitute professional advice. No liability is accepted by Accounts Advice Centre for any action taken or not taken based on the information contained in this article. Specific, independent professional advice, should always be obtained in line with the full, complete and unambiguous facts of each individual situation before any action is taken or not taken. Any and all information is subject to change.