Publication of the Companies (Amendment) Bill 2019

The Companies (Amendment) Bill 2019 (the Bill) has been published. This is a very short Bill with just two proposed sections to amend section 343 of the Companies Act 2014 (the Act) with respect to the time periods permitted for the filing of annual returns.

Section 343(2) of the Act obliges a company to deliver an annual return to the Companies Registration Office (CRO) no later than 28 days after the annual return date of that company. Where a company makes its annual return up to a date that is earlier than the company’s annual return date, section 343(3) obliges that company to deliver its annual return to the CRO no later than 28 days after that earlier date.

The Bill proposes to substitute 56 days for the current time limits of 28 days, as set out in subsections 343(2) and 343(3).

The Bill was accompanied by a Regulatory Impact Assessment (RIA) compiled by the Department of Business, Enterprise and Innovation. The RIA describes the Bill as a technical amendment designed to reduce the administrative burden on companies by simplifying the process for filing annual returns. The RIA also mentions that the amendment will turn the process for filing annual returns into a "single-step" process that can be carried out electronically: this is presumably a reference to the current regime for mandatory electronic filing of certain documents with the CRO, including annual returns and financial statements.

The RIA further states that the provision of "a facility to upload signature pages" will "provide assurance to the sender that documents have been received by the Companies Registration Office (CRO) system". The Bill does not include any provisions in relation to uploading signature pages, but there is a facility for this to be done, which is explained by the CRO in its FAQs on the mandatory electronic filing process (available on the CRO website).

Commencement of remaining sections of Companies (Statutory Audits) Act 2018 (Audits Act)?

As will be recalled from our earlier alert on the Audits Act, a number of provisions of this Act were not commenced (i.e. brought into force) at the same time as the rest of the Audits Act entered into force. These provisions were intended to deal with the revocation of section 344 of the Companies Act 2014, and the amendment of section 346 of the Act in order to extend the filing period to apply for an extension to the Annual Return Date from 28 to 56 days. It is to be assumed that, on or soon after the enactment and entry into force of the Bill, these provisions will also be commenced.

Next steps

As it currently stands, the Bill is not anticipated to be contentious. The Houses of the Oireachtas are still in recess, but will be resuming business in the coming weeks. We will keep you informed of progress.

For more information please contact Jack O'Farrell or a member of the Corporate and M&A team.

Date published: 10 January 2019