Digital certificates for newcompanies
The Companies Registration Office (CRO) hasstarted issuing digital Certificates of Incorporation for new companies as of21 September 2016. These digital documents are replacing the paper Certificatesof Incorporation which will be familiar to companies and their officers.
The digital Certificate of Incorporation willbe emailed as a pdf document to the email address entered in the relevantsection of the Form A1 following registration. The document will contain acoloured banner at the top to confirm that it has been digitally signed ascertified by the CRO. The CRO has stated that this provides an assurance to therecipient that the document is authentic, has not been tampered with and hasbeen independently verified as sourced in the CRO.
Companies can then provide these digitalcertificates directly to third parties (e.g. financial institutions) by emailas required.
Mandatory e-filing for certainsubmissions
From 1 June 2017, mandatory electronic filingwill apply to the following submissions to the CRO:
- Form B1: Annual Return (including financial statements and electronic payment)
- Form B2: Change of registered office
- Form B10: Change of director and/or secretary, or in their particulars
- Form B73: Nomination of a new annual return date
It is important that those responsible formaking CRO filings on behalf of a company familiarise themselves with the newonline process ahead of this deadline.
End of Companies Act 2014 transitionperiod
Under the Companies Act 2014 (the “Act”), allexisting private companies limited by shares must convert to one of the newcompany types (LTD or DAC) during the transition period which ends on 30November 2016.
Companies that have not done so will beautomatically converted to a LTD by the CRO on 1 December 2016. The estimatedwaiting period for the CRO to process a conversion to a DAC is 1 week atpresent. The waiting period to process a conversion to a LTD is significantlylonger at 8 weeks, although this can vary depending on the application.
We recommend that a company be proactive asregards their conversion, rather than relying on the default conversionprovisions in the Act. If a company automatically converts to a LTD, thememorandum and articles of association on the public record will be deemed toexclude the objects clause and any other provisions inconsistent with mandatoryprovisions of the Act. However, those provisions will not be physicallyredacted from the constitution as available on the CRO register, which maycause confusion.
In addition, if the company automaticallyconverts to a LTD at the end of the transition period the directors will be inbreach of their obligations under the Act, although this breach does not carryany specific sanction.
Companies should bear in mind that theeffective date of conversion to a LTD or a DAC is the date the new Certificateof Incorporation is issued by the CRO and not the date on which the resolutionsanctioning the conversion is passed.
For further information on the conversionprocess, please see our publication The Companies Act – The New Forms ofLimited Company and How to Convert here.
Contributed by Aoife Kavanagh
