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

 

Overview

Role of CRO and Make-up of RegisterAdministrative Reform-E filingLegal 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

Role of CRO

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

Private Limited, 176,754

Public Lim-ited, 1,564

Unlim-ited, 4,506

Guarantee, 15,633 Externals, 2,609

Make up of CRO Register

Adminstrative Reform-Efiling

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%

Legal Reform -Companies Act 2014

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

Key Challenges in implementation

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

Conversion of Companies

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

 

Charges Legal Reform to Business Process Innovation

Legal change

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

Charges Legal Reform to Business Process Innovation

Mandatory Efiling with E signature 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

Charges Legal Reform to Business Process Innovation

Digital Certification

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.

Charges Legal Reform to Business Process Innovation

Digital Certification

The Digital Certificates contain the following security features:-

ECRF/CRF Conference Cardiff 9-13 May 2016

Implementation of the Companies Act 2014

Thank you for your attention

Eileen O’Carroll - Assistant Registrar Companies Registration Office-Ireland