Latest News from Company Secretarial
14 September 2011
Proposed changes to audit exemption requirements
It was recently announced that the current audit exemption thresholds for small companies will be increased by over 20% to the maximum permitted under EU law. Any companies meeting the requirements will be exempt from filing audited accounts and having to appoint an external auditor. It is expected that the changes in the thresholds will allow between 1,000 to 2,500 small and medium sized businesses to meet the audit exemption requirements and it is expected this will save SME’s up to €5 million each year.
The following are the proposed requirements for audit exemption which are due to come into effect by Ministerial Order:
- Turnover to be less than €8.8 million (up from €7.3 million)
- Balance Sheet of less than €4.4 million (up from €3.65 million)
- Average number of employees to be less than 50
In addition to the above requirements, companies must file their annual returns on time for two consecutive years. If a company fails to file its Annual Returns on time, they automatically loose their audit exemption, even if they meet the above requirements. It is therefore imperative directors are aware of their filing requirements and that annual returns are filed on time.
Contact a member of our friendly team today on 042 9339955 to discuss your annual filing requirements. We will ensure your annual filing obligations are monitored and that your deadline is not missed.
31 August 2011
New Strike Off Rules in Ireland
The Companies Registration Office recently clarified the rules regarding a voluntary strike off application. To be eligible to apply for strike off under Section 311 of the Companies Act, 1963 (as amended) a company must now satisfy the following criterion:
- The company must have never traded, or must have ceased to trade, and must not commence, or re-commence trading in the period prior to being struck off the Register;
- On the date the application is made:
- the amount of assets of the company must not exceed €150,
- the amount of liabilities of the company (including contingent and prospective liabilities) must not exceed €150,
- the company’s issued share capital must not exceed €150, and the company’s issued share capital must not have exceeded €150 in the previous three years.
The three year requirement referred to at point c. applies to limited liability companies only. Accordingly, an unlimited liability company with issued share capital of less than €150 may apply for strike off, even though its issued share capital may have exceeded €150 in the previous three years.
In the event that a company satisfies the criterion with the exception of point c., the two main options are: (1) to reduce its issued share capital and (2) to re-register as an unlimited liability company. However, amendments may be required to be made to the Memorandum & Articles of Association to facilitate such changes. In addition, the company’s structure may restrict/prevent such changes and it should be noted that on re-registration as an unlimited liability company the protection of limited liability is lost.
Accordingly, the new rules may result in companies which are unable to satisfy the criterion to opt for the more expensive (but final) method of termination - members’ voluntary liquidation. Each company should consider their position and should choose the method of termination which is best fit for their needs.
If you are looking to terminate a company because it is dormant or tidy up your group structure, let us help.
Contact a member of our friendly team today on 042 9339955 for the best advice on the most suitable method to terminate your company.
20 May 2011
The e-stamping facility for share transfers, and other stamp-able documents has been running since 31st December 2009. The Revenue had also kept a paper based filing system in place which ran in tandem with this during the last 18 months.
However, the Revenue have now announced that from June 1st 2011 e-filing for share transfers will be MANDATORY and the Revenue will no longer accept either the paper based returns or, frustratingly, payment of stamp duty by any means other than electronically.
So what does all this mean for practitioners or indeed for individuals who would have previously lodged paper based share transfers and paid stamp duty by cheque/bank draft?
It means that in order to get stock transfer forms stamped you will now need to:
-Register with ROS
-Register with e-stamping
-Set up an RDI (ROS Debit Instruction)
For one off or ad-hoc assignments that require stamping, this obviously makes the process very drawn out.
The good news is that here at FDW Corporate Compliance Limited we offer a comprehensive share transfer package which includes not only the preparation of stock transfer forms, provision of minutes, new share certificates, updating the register but also all of your e-stamping requirements.
Email us today for further information or if you have a specific assignment that you would like to discuss
info@fdw.ie
