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Maintaining company secretarial practices and good corporate governance during COVID-19

Company Secretarial practices

By Sinéad Floody ACG, 21st April 2020 (Updated 12th Oct 2020)

The Covid-19 Global Pandemic has affected all companies in some shape or form due to the government restrictions put in place, such as travel limitations and social distancing. While it is important for Irish registered companies to recognise how the pandemic is impacting them, it is equally important to use effective company secretarial practices to navigate these constraints in accordance with the Companies Act 2014. Company directors and company secretaries should be aware of the various options available to them under Irish law to maintain good corporate governance.

How the Companies Registration Office is supporting Irish Companies:

The online filing and company search facilities remain functional. However, the Companies Registration Office (CRO) is currently operating on a skeleton staff, prioritising the following services with expected delays:

  • New Company Incorporations
  • Registration of Charges
  • Business Name Registrations
  • External Companies (branches)
  • Limited Partnerships

So, if you are one of many who need to set a new company up, this is still possible. Simply get in touch with us should you require a new company formation or Order a Company Online.

The CRO is still receiving, scanning and registering the following post-incorporation documents:

  • Change of Company Name
  • Change of Registered Office
  • Summary Approval Procedures
  • Company Re-registrations

Communicating with the CRO has changed

The CRO is currently not accepting couriered or hand-delivered documents so all documents must be sent by post to either the Dublin or Carlow office. Any documents received will be date stamped so time-sensitive documents such as Summary Approval Procedure forms or Annual Returns will be deemed to have been received on time. The CRO’s phone line is not operating however they are getting back to people who contact them via their information email addresses at a slower pace than normal.

Amnesty for Annual Returns

The CRO has shown support existing companies by offering an amnesty when filing annual returns that were due in March. This amnesty has now been extended to any companies with annual return deadlines falling on or after 30th September 2020, giving them until 26th February 2021 to complete the filing. Once all elements of the filing have been completed by this date, then the annual return will be deemed to have been filed on time.

Consequently, our advice to company secretaries is to get as many items prepared for your annual return as practicable, such as your financial statements and the e-filing of your annual return. The 26th February extension is there for anyone who needs it and will be particularly useful for those who cannot prepare anything for the return at this time. Companies who avail of this amnesty will not be penalised for doing so and can rest assured that their audit exemption will not be affected, and they will not incur late filing fees. Should you require assistance Filing Annual Returns our Company Secretarial Practice would be happy to assist you.

Suspended Enforcement Action

The CRO has suspended enforcement action such as involuntary strike offs until 30th June 2020, allowing non-compliant companies that bit of extra time to bring their company filings up to date. This is especially useful for companies who are awaiting a date in the District Court to have late filings fees quashed and audit exemption restored.

Register of Beneficial Owners

Please note that the Register of Beneficial Owners (RBO) has not yet indicated that any Covid-19 related extensions will be made available. This may be due to the fact the entire RBO process is electronic.  The only update from this department is that their processing times may be slower than usual.  This would suggest the same corporate governance guideline be used; all filings are required to be made within 5 months of incorporation and within 2 weeks of any changes to beneficial owners’ details. Click here to use our Beneficial Owners Filing Service.

How the Charities Regulator is offering support to Irish Registered Charities:

The Charities Regulator is offering an extension to the annual reporting deadline to 30th June 2020 for charities, allowing them to continue focusing on their charity work during a time when they are most needed. Annual reports which were due to be filed with the Charities Regulator between 12th March 2020 and 29th June 2020 inclusive, now have until 30th June 2020 to complete the filing.

How existing Irish Law can assist Corporate Governance:

Inter-company loans are a clever way to move money from a more profitable entity to an underperforming entity. Golden shares are one way of creating a group structure under Company Law to ensure the lending companies can rely on the group exemption.

If Covid-19 causes a director to become ill, the company may need to appoint a director in their place or an alternate director to them. The board must ratify this appointment with statutory filings to the CRO also required.

The CRO’s 30th June extension may be subject to further extension depending on how long the pandemic lasts for in Ireland and government departments are constantly monitoring the situation. If your company misses this extension or any subsequent extensions granted after this date due to illness, there is already a remedy in place under Section 343 of the Companies Act 2014 whereby an application can be made to the District Court. See our webpage on How to restore lost Audit Exemption.

If your company is unfortunate enough to have stopped trading as a result of Covid-19 and has less than €150 in assets or liabilities, the company can avail of a Voluntary Strike Off under Section 731 of the Companies Act 2014 which is a faster and more affordable alternative to liquidation.

Signatures

Many documents still require physical signatures of more than one person and sometimes even a seal. Remember, it is still possible to do this while social distancing. Courier services are still operating, so documents can be moved around quickly without people needing to meet, in line with social distancing. It is also worth noting that under the E-Commerce Act 2000, digital signatures are accepted under Irish law, however, it will depend on the institute that the company is dealing with as to whether they will accept a digital signature. Many banks nowadays use DocuSign which is especially useful at a time like this.  Companies can prepare for director illness by appointing additional authorised signatories to the company bank account to ensure they are covered should a director fall ill and not be able to access the company bank account.

While DocuSign and scanned signatures are not accepted by the CRO, the CRO is still working hard, from home, on its new system to replace the CORE platform which will accept digital signatures in line with The Companies (Amendment) Act 2019. We have been told to expect this new system in the coming months and the changes are welcomed. The only type of digital signature that the CRO currently accepts is a ROS certificate signature. This type of signature can be used on a limited number of documents, namely B1s, B10s, B2s, among others, provided that the company has appointed a CRO Registered Agent. The CRO is still processing ROS signed documents as the entire process is electronic.

Where a document needs to be sealed, under the Companies Act 2014, the document must be signed by two officers of the company. The Companies Act 2014 currently provides no electronic alternative to sealing a document however the company could appoint a Power of Attorney to execute documents on its behalf using a digital signature in place of the seal. This is also possible for the sealing of a deed, so long as it is being witnessed.

Meetings

These can be held virtually instead of physically, please see our blog on How to hold Hybrid Meetings. A top tip for this is to ensure minutes are still taken as they would be at a physical meeting for good governance and for future reference at physical meetings when things go back to normal. In the case of a general meeting, a shareholder could appoint a proxy to attend and vote at the meeting in their place should they become ill or unable to attend the meeting. Any actionable items such as resolutions or transactions should also be recorded as normal as possible and put together in the relevant form when business resumes to normal. Applications such as Zoom, Skype and GoToMeeting are useful tools at this time.

As Ireland’s leading Company Formation & Company Secretarial experts, Company Bureau are happy to assist you with your corporate governance requirements. Please don’t hesitate to Contact Us today and a Company Secretarial consultant will get back to you within 24 hours.

 

Disclaimer This article is for guidance purposes only. It does not constitute legal or professional advice. No liability is accepted by Company Bureau for any action taken or not taken in reliance on the information set out in this article. Professional or legal advice should be obtained before taking or refraining from any action as a result of this article. Any and all information is subject to change. 

Sinéad Floody ACG

Corporate Services Manager - Sinéad is a Chartered Secretary and is an Associate Member of the Governance Institute, formerly known as the ICSA. Sinéad achieved a first-class honours in the MSc. in Management & Corporate Governance at Ulster University and holds a Bachelor of Irish Law (LLB). Sinéad is an integral part of our team heading up our Company Secretarial Department and has worked for the company for over 7 years. As a leader of good governance, Sinéad is skilled and approachable as she assists her team to provide exceptional services to our customers. We are pleased to share that Sinéad has been appointed to the ICSA Company Secretarial Practice Committee. As a Chartered member, she holds an important role in upholding the Code of Professional Standards and Ethics. Sinéad often lends her knowledge and experience, having had articles published with the ICSA. Sinéad has assisted thousands of Irish companies with their quest for good governance and compliance.