Implementation of the Companies Act 2014

1. ECRF/CRF Conference Cardiff
9-13 May 2016
Session 3- Legal Reform and Business Registry
Reform
Implementation of the Companies Act 2014
Eileen O’Carroll - Assistant Registrar
Companies Registration Office-Ireland

2. Role of CRO and Make-up of Register
Administrative Reform-E filing
Legal Reform – Companies Act 2014
 Key challenges of Implementation.
 Conversion of companies
 Charges – Legal Reform to Business Process Innovation
 Legal Change
 Mandatory E Filing
 Digital Certification

3.  Incorporation of companies
 Repository of Company Filings
 Enforcement of the Companies Act in relation to the filing
obligations of companies.
 Information resource to the public

4. Private
Limited,
176,754
Public
Limited,
1,564
Unlimited,
4,506
Guarantee,
15,633
Externals,
2,609
Make up of CRO Register

5.  2016
 Business Names 84%
 B1 Annual Return 87%
 B10 Change Dir/sec 80%
 B2 change of address 85%
 Charges 100%
 All documents 69%
 2006
 Business Names 39%
 B1 Annual Return 10%
 B10 Change Dir/sec 45%
 B2 change of address
56%
 Charges 0%
 All documents 23%

6. Consolidation of Companies Acts 1963-2013
Reforming Act designed to
 Modernise and simplify company law
 Place private company limited by shares as the model at
the core of the legislation
 Reduce administrative burden on business
 Ensure good corporate governance

7. Design, Rebuild and Retrain Internally
 Design and give legal effect to over 100 Statutory forms
 Redevelop the IT website
 Rebuild and Test the Register database functions
 Retrain over 100 Staff and Restructure Office
Communicate and Engage Externally
 Direct mail - Information Booklet to every company director on the CRO
register.
 Dedicated area on CRO website on New Act - Draft Forms and
Information Leaflets
 Advertising -local radio, national press, accountancy magazines and
digital advertising.
 Presenting at Conferences and Events of stakeholder bodies

11. Type of company Part in Act
 LTD
1-14
 Designated activity companies (DACs) 16
 Public limited companies (PLCs) 17
 Guarantee companies (CLGs) 18
 Unlimited companies (UCs) 19
Conversion
 Private Limited Companies to convert to either Limited or DAC
 18 Month Transition period- Commencing 1 June 2015
 Guarantee and unlimited liability company types require change of
name
 CRO to automatically convert remaining companies at end of
transition period
 E-certificates of incorporation to issue from CRO


12.  Priority of charges to be determined by the time and date
of receipt by Registrar-no longer the date of creation
 Designed to incentivise early disclosure and protect
creditors
 Priority of charge is key in liquidation or receivership
 Risk of litigation if lack of certainty on priority
 Multiple paper delivery options and manual processing of
charges required to be eliminated

13.  Efiling with an electronic “ROS” Certificate determined as the
only system to deliver legal certainty on time and date of filing
 Administrative, political and stakeholder buy–in achieved for
mandatory full E filing
 Communications drive to inform and educate all presenters –
Website innovation
 Efiling of charges increased from less than 1% to 100%
 All data entry and filing backlogs eliminated
 Charges can be filed online 24/7-date and time of receipt
determined electronically

14.  E Certification of charges commenced Wednesday 13 April 2016
 Digital Certificates replace the security-paper printed Charge
Certificates
 First phase of implementation of a CRO Digital Certification strategy
 Business Name incorporations-New Company Incorporations - Quarter 3
 Digital certificates will be used for the Certificates of Incorporation
which will be issued following the automated conversion and name
changes at the expiry of the transition period at the end of November
2016.

15.  The Digital Certificates contain the following security
features:-

16.  Implementation of the Companies Act
2014
 Thank you for your attention
Eileen O’Carroll - Assistant Registrar
Companies Registration Office-Ireland