Ireland: Mandatory Electronic Filing

A section of the Companies Act 2014 will make online filing of a number of forms at the Companies Registration Office mandatory from 1 June 2017. We review the key points to note with these forms.

The Companies Act 2014 (Section 897) Order 2016 will make online filing mandatory for the following forms from 1 June 2017:

  • Form B1 - annual return
  • Form B2 – notice of change in registered office address of a company or of appointment/cessation of a registered office agent
  • Form B10 – notice of change in directors or secretaries or in their particulars
  • Form B73 – nomination of a new annual return date

Over 87% of Forms B1 and 69% of all documents were filed online in 2016, according to the Companies Registration Office ("CRO"). New legislation will come into force in June 2017 which will make electronic filing of certain forms mandatory, most significantly the B1 annual return form, which all companies must file each year.

Key points to note

  • The change applies to all Irish companies
  • Documents can be filed on the Company Online Registration Environment website ("CORE") or through an approved secretarial software package. Details of approved packages are given on the CRO website
  • Filing fee for electronic Form B1 is €20, as opposed to the current fee of €40 for filing a hard copy form, and there is no filing fee for filing Forms B2, B10 and B7 online
  • Online filing fees, including late filing fees, must be paid electronically by credit /debit card or by CRO Customer Account. Direct payment of fees by cheque, postal order, money order or bank draft will not be possible after 1 June, although it will continue to be possible to top-up a Customer Account by those methods

Additional points to note in relation to the online filing of Forms B1

  • Financial statements must be uploaded as a PDF attachment either on CORE or through an approved software package within 28 days of the electronic filing of the Form B1
  • The financial statements do not need to carry the manuscript signatures of directors or auditors. Instead, the financial statements must contain:
    • the typed name(s) of the director(s) who signed the financial statements on behalf of the board of directors;
    • the typed name of the auditor (where applicable); and
    • the date on which each document was signed.
  • When electronically filing a Form B1, the filing company has three signature or verification options:
    • manual signing – if this option is chosen, the signature page of the form must be printed, signed by a director and by the secretary and submitted manually to the CRO within 28 days of e-filing. If this is not done within 28 days of e-filing the company will incur late filing penalties. The signature page will be returned by the CRO if the financial statements have not been uploaded on time.
    • electronically signed by a Director and Secretary using ROS Certificates - a system operated by the Revenue. As the director and secretary are signing the form electronically, nothing further is then required to be physically delivered to the CRO. Electronic signature must be completed within 28 days of the date of e-filing, as must the uploading of the financial statements of the company via PDF, after which the company will incur late filing penalties.
    • filing through an electronic filing agent – this will involve the Form B1 being digitally signed using an ROS Certificate by a nominated agent. Two pages – (1) a Patch Page, provided by CORE or the software package, and (2) an Overall Certification for the uploaded financial statements signed by a director and secretary, are to be delivered to the CRO within 28 days of e-filing of the Form B1. Failure to do so will lead to late penalties. A PDF of financial statements must be also be uploaded within 28 days of electronically filing the Form B1.

Conclusion

This 2016 Order is a timely development in the current digital era, when companies and service providers are moving towards a paperless office. It represents a step towards a more efficient and cost-saving compliance environment.

Electronic filing not only frees companies from the inconvenience of having documents physically signed by directors based outside the State, but also minimises the possibilities of error on documents as the person completing the form will be alerted if information inserted in the e-forms is inconsistent with the information on the CRO records.

Companies and presenters are advised to start preparing now and take necessary administrative formalities, such as to register the company or its agent on CORE, to install the necessary software package and/or to obtain the necessary ROS certificates.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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