The Companies Registration Office
The Companies Registration Office is the public registrar of information in relation to companies. It maintains a file for each company. It registers and maintains filings of a wide range of company documents.
The CRO has powers to require compliance with company law. it has power to prosecute certain breaches of the Companies Acts. It may prosecute summarily. It also has powers to issue administrative sanctions. It may make an application to Court to compel compliance.In common with other entities, the CRO has powers to seek the disqualification of directors and certain others persons.
The CRO has the power to strike off companies. This can be done in a range of circumstances, including in particular, where the company has failed to make annual returns for one or more years.It may issue a notice requiring persons in default of making filings, to rectify the relevant default. A company which does not make its annual return by the due date may be subject to late filing penalties. There are also provisions for civil sanctions / “on the spot fines” in respect of default of compliance.
2014 Act Reforms
The 2014 Act formally re-established the Companies Registration Office and the office of Registrar of Companies. The Minister is obliged to maintain and administer an office or offices in the State at such places as he thinks fit for—
- the registration of companies under the Act, and
- the performance of the other functions under the Act expressed to be performable by the Registrar.
The fees payable to the Registrar for various matters are prescribed by law from time to time. They are promulgated as a statutory instrument and published in various places, including on the CRO’s website.
On the payment of a prescribed fee, persons may inspect documents on the company’s file. Originally, the files were kept as paper files and were open to inspection at the Companies Registration Office. Photocopy facilities were provided. The 2014 Act provides formally for the establishment of the registers in electronic form.
Under EU insolvency legislation, the Registrar must make available, as soon as practicable, information regarding the opening and termination of the winding up, insolvency striking off and receivership of companies.
The Registrar shall ensure that certain details, including the name and legal form, address, registered office and registration number of companies are made available free of charge. This is available on cro.ie. The CRO and commercial providers also provide access to company information on a fee-paying basis.
A copy of or extract from a document registered with the Companies Registration Office is admissible in all legal proceedings. It has evidential effect if it has been certified as a true copy under the signature of the Registrar, Assistant Registrar or another officer.
A certificate in writing, signed by the Registrar is admissible in legal proceedings as evidence without further proof of the following.
- the contents of a register kept by the Registrar;
- date of filing;
- date on which the Registrar received a document; and
- most recent date on which a requirement under the Act was complied with
Records and Data I
The Registrar may dispose of documents which have been received and recorded after six years if its destruction is authorised by the Director of the National Archive. For so long as the company’s existence is recorded and for a period of 20 years after dissolution, the Registrar shall keep in electronic form, a copy of every document that has been received and recorded relating to the company. After 20 years from dissolution, a copy of documents is kept and maintained by the Registrar in an archival database of such records.
The method of recording is to be such as is best calculated to preserve and maintain the integrity of the data. The Registrar may deploy a system of classification of information and assign systems of identification to persons and classes of persons to whom the information is supplied.
Records and Data II
Regulations may be made requiring the symbol assigned by the Registrar to a person individually or to a class of person to be entered in all documents under the Act, which is required to contain the name of that person and to specify particular persons whose duty it is to comply and ensure compliance with the regulation.
Documents delivered in legible form to the Registrar must comply with the regulations regarding the form and contents of documents and requirements to enable the Registrar to copy the documents. It must contain the registered number of the company in a prominent position.
Prescribed Forms and Electronic Forms I
Statutory instruments prescribe the Companies Act forms. There are a series of coded letters and numbers dealing with different types of returns.
The Minister may make regulations providing that certain types of returns must be made in electronic form. The form for registration of company charges is required to be in electronic form with verification by electronic signature.
On receipt of a non-compliant document, the Registrar at his discretion may serve notice that it does not comply, although it need not do so. The failure of the Registrar to advise regarding the status of the documents does not affect the legal consequences that follow from non-compliance.
Prescribed Forms and Electronic Forms II
A document in respect of which a query is raised, if not answered with a replacement document that is compliant within 14 days, is deemed not delivered.
Where any provision imposes a penalty for failure to deliver a document and provides for continuing contravention or provides for a fee in respect of registration greater than the amount payable where the document is delivered on time, no account is to be taken of the period between the delivery of the original and the end of a 14 day period after service of a notice in relation to it, provided that before the end of the latter period, a replacement document that complies with the requirements is furnished.
The above provision does not make valid any matter which the Act deems void or of no effect, in circumstances where a document in relation to it has not been delivered within the specified time.
The Company Law Review Group I
The 2014 Act continues the Company Law Review Group, in being. Its function is to monitor, review and advise the Minister on matters regarding
- the implementation of the Act,
- amendments to the Act,
- consolidation of enactments, preparation of restatements;
- the introduction of new legislation relating to the operation of companies and commercial practices in Ireland,
- the Rules of the Superior Courts and judgments of courts relating to companies;
- issues regarding State’s membership of the European Union as they affect the operation of the Act;
- international developments in company law in so far as they provide lessons for improved practice in the State; and
- other related matters or issues, including issues submitted by the Minister to the Review Group for consideration.
The Minister appoints the Review Group members. A member shall be chairman. They shall be paid such remuneration and allowances as the Minister, with the consent of the Minister for Public Expenditure and Reform, may determine. The Minister may terminate a person’s membership of the Review Group. The existing Review Group is continued in being.
The Company Law Review Group
The Minister shall, at least once in every two years, after consultation with the Review Group, determine a programme of work to be undertaken by it over the next ensuing period. The Minister may from time to time, amend the Review Group programme.
The Review Group shall hold such meetings as may be necessary for the performance of its functions and the achievement of its work programme. It may regulate the procedure for meetings as it considers appropriate.
Not later than three months after the end of each year, the Review Group shall make a report to the Minister on its activities during the year. The Minister shall ensure that copies of the report are laid before each House of the Oireachtas. The Review Group shall, if requested by the Minister, provide a report to the Minister on any matter concerning the functions of the Review Group, or any matter referred to by the Minister to the Review Group.
References and Sources
Companies Act 2014 (Irish Statute Book)
Companies Act 2014: An Annotation (2015) Conroy
Law of Companies 4th Ed. (2016) Ch.1 Courtney
Keane on Company Law 5th Ed. (2016) Hutchinson
Other Irish Sources
Tables of Origins & Destinations Companies Act 2014 (2016) Bloomsbury
Introduction to Irish Company Law 4th Ed. (2015) Callanan
Bloomsbury’s Guide to the Companies Act 2015 Courtney & Ors
Company Law in Ireland 2nd Ed. (2015) Thuillier
Pre-2014 Legislation Editions
Modern Irish Company Law 2nd Ed. (2001) Ellis
Cases & Materials Company Law 2nd Ed. (1998) Forde
Company Law 4th Ed. (2008) Forde & Kennedy
Corporations & Partnerships in Ireland (2010) Lynch-Fannon & Cuddihy
Companies Acts 1963-2012 (2012) MacCann & Courtney
Constitutional Rights of Companies (2007) O’Neill
Court Applications Under the Companies Act (2013) Samad
Company Law – Nutshell 3rd Ed. (2013) McConville
Questions & Answers on Company Law (2008) McGrath, N & Murphy
Make That Grade Irish Company Law 5th Ed. (2015) Murphy
Company Law BELR Series (2015) O’Mahony
Companies Act 2006 (UK) (Legilsation.gov.uk)
Statute books Blackstone’s statutes on company law (OUP)
Gower Principles of Modern Company Law 10th Ed. (2016) P. and S. Worthington
Company Law in Context 2nd Ed. (2012) D Kershaw
Company Law (9th Ed.) OUP (2016) J Lowry and A Dignam
Cases and Materials in Company law 11th Ed (2016) Sealy and Worthington
UK Practitioners Services
Tolley’s Company Law Handbook
Palmer’s Company Law