Meeting of CROLink dated 26 May, 2005 Present: Mr. Paul Farrell Registrar CRO Ms. Richard Steen Legal Advisor CRO Mr. Brian O Hare Assistant Registrar CRO Ms. Theresa Fitzpatrick Assistant Registrar CRO Ms. Helen Tobin Secretary CROLink Ms. Kathryn Maybury Dr. James Stewart Mr. Eamonn Leahy Small Firms Association For Minister for Commerce, Science and Technology The Consultative Committee of Accountancy Bodies Ire. Mr. Richard Guiney Chambers of Commerce of Ireland Mr. John Morris Institute of Chartered Secretaries and Administrators Apologies were received from John McCartney (SIPTU), Ann Woods (Consumers Association of Ireland), David Orr (KSI Faulkner Orr), Peter Coyne (Business Information Industry) and Patricia McGovern (The Incorporated Law Society). 1. Actions from Minutes of last Meeting Voluntary Strike Off The wording of the rules regarding the voluntary strike-off has now been amended to allow two unrelated companies to be included on the same newspaper advertisement.
Register of Auditors Some work had been carried out to improve the search facility on the Register of Auditors. Eamonn Leahy will test it and talk to Theresa if he thinks it needs further improvement. Fees Levels The new Fees Order is with the Parliamentary Council. The current date for commencement is 4 July, 2005, however this may change. The CRO will require a minimum of 2 weeks after receipt of the Order to advertise the fees changes widely in the media. Shuttle B1 The design of the shuttle B1 has been completed and is now with the IT consultants. The online version should be in place by October, 2005. Backlog Project Tenders for keying up annual return data are due to be received by 16 June, 2005. Members asked whether the returns filed, after a query had been issued on the previous return, showed an improved position from last year. Paul Farrell said that there was not enough data available to determine this yet. Publicity Campaign Members stated that the radio and press campaigns assist greatly in their task of getting the message to companies of their filing obligations. Paul Farrell stated that the next publicity campaign is due to begin in September, 2005. 2. Issues raised by CROlink members Request for issue of receipt when Revenue Bond is lodged. Theresa Fitzpatrick stated that she would organize for a paper receipt to issue on receipt of a bond. 3. Current Issues Presenter Portal Demonstration
Theresa Fitzpatrick gave a demonstration on the Presenter Portal. The Portal software will enable presenters to create a portfolio of their own companies and keep a watch on these companies. The four screens available on the Portal are My Watched Companies, My requests, My Events and My Accounts. The screen My Watched Companies will be very useful to presenters. Each watched company has an attention level 0-5 as follows;- 0 - Dissolved 1 - Normal 2 - Annual Return Due 3 - Annual Return late 4 - Strike Off Possible 5 - Strike Off Listed A presenter will be able to sort his companies by attention level, company name, number or ARD. It will also be possible for accountholders to check their balance on the Portal. The Portal has a link to the company search on the CRO website. CRO will examine the feasibility of outputting reports from the Portal to excel or a printer. Regarding the status history of companies, the following terms were clarified;- Registered docs have gone through the checking process and will not be sent back Received docs have received basic checking and may be sent back Recorded docs have been opened up but no checking has yet been done Members agreed that the status sent back is very useful and should be notified. The portal will be especially useful to users who represent maybe 20 30 companies. Access to the portal will be limited to company representatives/presenters. Presenters will need to request access to the portal and will then use a unique password and ID. The Presenter Portal will be made available to presenters during the Summer. 4. Any Other Business CRO International Issues CRO outlined a number of international issues in which the Office is involved. European Business Register The European Business Register is a network that enables access to the business registers across Europe. The objective of the EBR is to provide access to official data. The CRO currently provides access to the free search data (as available on our web site) through EBR. It is possible therefore, in Sweden for example, to look up a company on the Irish register. CRO has to determine whether it will add additional information through the register. Added complexity arises when data has to be charged for. The local register
charges a fee for the search to cover a) its own costs, b) the fee payable back to the home register and c) a small service amount for the EBR link. It is a matter for the local register to determine the amount it charges to cover its own costs. CRO will probably provide a charged service of the latest annual return and accounts at some stage during 2005 or early 2006. CRO currently hosts the EBR service in Dublin and the CRO s software provider also supplies the technical manager for the EBR across Europe. Paul Farrell is a member of the EBR board. European Commerce Registers Forum CRO has been a member of the ECRF (www.ecrforum.org) for some years. The Forum is open to the commercial registers across Europe and almost all registers participate in the annual conference. This year the conference was held in Dublin. BRITE The EBR has recently submitted a proposal to the commission for funding for more elaborate connections between registers. The project is called BRITE, Business Registry Interconnection Throughout Europe. It consists of research work into how the registers can be interconnected and the design and implementation of those connections. It would support, for example, the transfer of companies across borders as already provided for in the case of European Public Companies, and which is proposed for all companies in the 14 th Directive. The project would also support cross border mergers as envisaged for 2007. If the project is approved, Ireland will chair the committee of registries that will oversee it. The Use of the Form B69 The Form B69 is a notice that a company has failed to file a B10 (Resignation of Directors) and can be backdated to the date of the actual resignation. It has come to the CRO s attention that certain professional advisers are advising their clients to give false information on the B69 by suggesting that they had resigned as directors some time previously when they manifestly had not done so. Paul Farrell pointed out that this was an offence under Section 242 of the Companies Act, 1990. It was confirmed that a B10 which left a company with only one director would be sent back as two directors were necessary. Form B1U A new form B1U will soon be available for the furnishing of consolidated accounts in respect of groups of companies. If the B1U is completed, only one set of accounts will need to be submitted in respect of a batch of annual returns for a group of companies. At the moment, each company in a group has to furnish individual accounts.
New Downloadable Form B10 Members noted that each page on this form has to be individually signed by directors. As the signatures are on the back and front of the form, clients are omitting signing the back page. Paul Farrell said that he would look at the design of form again. Table of Legislation Changes Pending Mr. Farrell circulated the following list of legislation;- Section Comment Forms order 57, 58 & 71 - Electronic Filing Agent 59 & 60 - Reserve company Name 61 - Fix-up of 2003 Act 62 - Director to notify change of address for several companies 63 & 64 allow for more than 14 days notice S 302 (1) and 371(1) of 1963 Act 65 remove requirement to write re strikeoff where no reg address 72 Change Iris to CRO Gazette Requires some software development Requires substantial Software Development No work required Requires software development for electronic could be paper only for a start No work required Some software development required but registrar can take action whenever he is ready Some notifications are required to be published which are not required to be notified to the registrar so there is no submission. A procedure will be necessary for publishing these in the CRO Fees Recommended Order Commencement required Required X 1 September 2005 X 1 January 2006 immediately X X 1 January 2006 immediately immediately 1 October 2005
Gazette In the case of voluntary strike off, there is a proposal that advertising in the CRO Gazette might replace the requirement to publish in a national newspaper. Members pointed out that not every member of the public has access to the Internet and that the advertisement would be more likely to be seen in a national newspaper. Paul Farrell undertook to consider the position further. Table of Enforcement Status A table was circulated which showed, in respect of all out-of-date companies with next ARDs from March 2002 to the present and which are currently subject to enforcement measures, the precise enforcement step to which those companies are currently subject. When viewed in conjunction with previous similar tables, the trend of whittling down the older, out-of-date companies (by either compelling them to file, or by striking them off the register) is apparent. Compliance Position at 22 May 2005 A graph was circulated which showed the evolution of company compliance performance over time. At present, some 22,000 (or 15%) of companies due to file an annual return, are out of date. On present trends, the Office should achieve its end-2005 target of at least 86% of companies being up-to-date. Position regarding Presenters. The dialogue with presenters of a poor filing record is continuing. Most presenters are working well with the CRO with only one presenter firm failing to co-operate. The next meeting of CROlink will be held on Thursday 22 September, 2005. ------------------- Helen Tobin Secretary CROlink 23 June 2005