Annual Report 2021

2021 was another challenging year for the CRO and its stakeholders due to the continuing COVID 19 pandemic. The CRO Public Office in Dublin was closed on 12th March 2020 due to COVID 19 restrictions and has not reopened. The full range of services was provided to our customers throughout the year by staff working primarily from home with limited numbers working in the office where work could not be done from home.

Enforcement activities continue to be suspended in light of the difficulties being experienced by customers and presenters and had not resumed by year end.

The filing extension to 26th February 2021 which had been put in place in September 2020 for companies with an annual return date on or after 30th September 2020 was extended to 9th June 2021. The peak filing date of 25th of November was extended to 9th December due to the impact of high levels of COVID 19 on practitioners at that time.

2021 saw the further development of online services with the availability for online filing of a number of External Company forms from August.

270,835 Irish companies were in existence on the register at the end of the year, resulting in over 510,000 submissions being filed with the CRO during 2021. Private limited by shares companies make up 89% of all companies on the register.

The number of new companies being added to the register has exceeded the numbers being removed. This has been the case for some years, although the increase was exacerbated by the continuing suspension of involuntary strike offs for failure to file annual returns.

Over 89% of all documents filed with CRO in 2021 were filed electronically.

Present Makeup of the Register

 

 
Mandatory Electronic Filing – Table of Filings

*B1 Form: Annual Return, B2 Form: Change of Registered Office, B10: Change of Director/Secretary or in their particulars, B73: Nomination of a new annual return date.
**The number of annual returns filed in 2020 was lower than in previous years due to the filing extensions provided as a result of the pandemic.

Trends in Electronic Filing
The introduction of the new CRO IT system in December 2020 made a number of new forms available for filing online, mainly in the solvency area. The Form A1 to incorporate a new company was made mandatory for online filing with effect from 16th December 2020. These developments have driven an increase in the use of online filing in CRO and 89% of forms filed during 2021 were filed online. This trend is expected to continue during 2022 with the coming into effect of mandatory electronic filing for a further 18 forms.

 
Applications to the High Court/District Court for an Order Extending Time to File
Section 343(5) of the Companies Act 2014 states that a company which is late in filing its annual return can make an application to the Court (High Court or the District Court for the district in which the company’s registered office is situated) for an order extending the time to file its annual return for that year. It should be noted that only one application can be made to the court in respect of any one financial year and only “live” companies may make an application to the courts under this section – it is not a process available to dissolved companies. Once an order is granted by the Court and complied with by the company, the annual return will be treated as being on-time and the company will not be required to pay late filing fees or suffer loss of audit exemption. In 2021, CRO received 594 notices of applications from companies to the District Court or the High Court. Two notices of application were invalid.

The CRO issued a total of 580 Letters of Acknowledgement/No Objection, objected to 12 applications for extension and processed 437 Orders granted by the District Court/High Court. Zero applications were refused by the Courts and seven applications were withdrawn. Sixty-seven applications were adjourned from 2021 to 2022.

Legal Developments
-Companies (Rescue Process for Small and Micro Companies) Act 2021 (No. 30 of 2021)
The legislation which was signed into law on 22 July 2021 provides a new simplified restructuring process for viable small and micro companies. The Act was commenced on 7 December 2021, S.I. No. 673 of 2021.

-Companies (Miscellaneous Provisions) (Covid-19) Act 2020 (No. 9 of 2020)
The Act came into effect in August 2020 and makes temporary amendments to the Companies Act 2014 and the Industrial and Provident Societies Act 1893 to address Covid-19 related issues. The Act provides for the holding of Annual General Meetings and general meetings by electronic means. It also makes provision in respect of business solvency by extending the period of examinership and increasing the threshold at which a company is deemed unable to pay its debts.

The amendments applied for an interim period, initially up to 31 December 2020. During 2021, the interim period was extended to 9 June 2021 and further extended to 31 December 2021. Relevant Government Orders are as follows:

• S.I. No. 672 of 2020 Companies Act 2014 (Section 12A (1)) (COVID-19) Order 2020
• S.I. No. 671 of 2020 Industrial and Provident Societies Act 1893 (Section 14A (1)) (COVID-19) Order 2020
• S.I. No. 254 of 2021 Companies Act 2014 (Section 12A (1)) (COVID-19) Order 2021
• S.I. No. 255 of 2021 Industrial and Provident Societies Act 1893 (Section 14A (1)) (COVID-19) Order 2021

 
-S.I. No. 395/2021 – Companies Act 2014 (Fees) Regulations 2021
-S.I. No. 674/2021 – Companies Act 2014 (Fees) (No. 2) Regulations 2021
These Regulations replace previous Fees Regulations and provide for an updated list of fees for filing with the CRO.

-S.I. No. 396/2021 – Companies Act 2014 (Forms) Regulations 2021
These Regulations provide for some minor changes to Form F12 Registration form: Branch of EEA External Company and Form F13 Registration form: Branch Non-EEA Country.

-S.I. No. 675/2021 – Companies Act 2014 (Prescribed Form and Notice) Regulations 2021
These Regulations prescribe a number of documents in relation to the Rescue Process for Small and Micro Companies (SCARP).

-S.I. No. 676/2021 – Companies Act 2014 (Section 897) Order 2021
This Order provides that a variety of returns to the CRO, including all returns in relation to SCARP, may only be delivered to the Registrar by electronic means from the relevant operational dates.

Unregistered Auditors
In 2021, there were no reports of unregistered auditors attempting to file false auditors’ reports. There were 14 instances where auditors notified the CRO that their Auditors Registration Number (ARN) was used to file auditors’ reports without permission. There was 1 instance of an auditor stating their details were used in error.

The CRO continues to monitor the controls which reduce the risk of such incidences reoccurring. The mechanism in place, allowing auditors to immediately alert the CRO of an abuse of their registration number, continues to operate effectively.

Provision of information to the public
Over 253,000 documents were purchased from the CRO website in 2021 and the website was visited 1.2m times. All statutory information provided by companies to the CRO is available to the public for inspection on payment of a small fee where applicable. Certain vital information, such as company name and registered office address, may be checked free of charge on the CORE portal https://core.cro.ie/.

Information Unit
There continued to be a high volume of phone calls to the CRO Information Unit throughout 2021. The phone number for the Information Unit is 00 353 1 8045200/Lo call 0818 452 000. Over 51,566 phone calls were answered as well as 14,154 emails. (Email address cro.info@enterprise.gov.ie).

Customer Complaints and Requests for information
If a customer is unhappy with the service delivered by the CRO and the issue cannot be resolved with the staff member or section dealing with the matter, a formal complaint can be made to the CRO Information Officer. The complaint will be dealt with in accordance with the CRO’s Complaint Procedure. If the complainant is still not satisfied, the complainant has the right of appeal to the Office of the Ombudsman.

Twenty-nine official complaints were received during 2021, eight of which were referred to the Office of the Ombudsman. None of the complaints referred to the Ombudsman were upheld. The CRO dealt with 1 GDPR request. There were no requests under the Freedom of Information Act.

Incorporation of a company
A company is a legal form of business organisation. It is a separate legal entity and, therefore, is distinct from those who run it. There are two basic company types, a private company and a public company. The majority of companies registered in Ireland are private companies and, of those, most are small with only one or two members.

The Companies Act 2014 generally allows one or more persons to form a private company for any lawful purpose by subscribing to a constitution. A private company may have a maximum of 149 members and there is no limit on the number of members of a public company.

All company types, with the exception of the Private Company Limited by Shares (LTD), must have one secretary and a minimum of two directors. (Single director LTDs must have a separate secretary). Formal qualifications are not required to be a company director. All company directors must be over 18 years of age. All company officers have wide responsibilities in law.

In 2021, the number of new companies incorporated was 25,468. This represents an increase compared to 2020 volumes. During 2021 there was an average of 2,122 new companies registered per month, compared to a monthly average of 1,822 in 2020. The general trend of recent years has been a steady increase in incorporations although due to the COVID-19 pandemic, 2020 saw a reduction in incorporations in comparison with 2019.

There are two incorporation schemes. CRO has committed to the following customer service targets for registration of new companies under the relevant schemes:

• Fé Phráinn Scheme – 5 working days
• Ordinary A1 Online Scheme – 10 working days

 
Despite the increase in the number of companies being incorporated, CRO continued to meet its customer service targets within existing resources.

 
External Companies
There were 202 new external company registrations in 2021. The most common country of origin for new registrations for external companies was the United Kingdom with 116 registrations.

External company branches on register by country of origin:

Selected others: Luxembourg – 44, France – 33, Switzerland – 31, Spain – 25, India – 20.

Registration of company post-incorporation documentation
Changes in the situation of a company’s registered office or changes amongst a company’s officers or in their particulars must be notified to the CRO on the relevant statutory form. The form must be properly completed and signed by a current officer of the company per the CRO records in accordance with the Companies Act 2014.

As the size of the register has grown, so have the number of filings. There were 80,281 B10 forms (change in director/secretary information) filed in 2021. There were also 18,111 B2 forms (change of registered office) filed during 2021.

Annual Returns
Every company on the register, whether trading or not, is required to submit an Annual Return every year.

An annual return includes details of the company’s directors and secretary, its registered office, and details of its shareholders and share capital. It must be signed by a director and by the company secretary. If the secretary is also a director, he/she may not sign in both capacities. Company financial statements are required to be annexed to a company’s annual return in most cases. There were 257,150 annual returns received in the CRO in 2021.

Any company which is late in filing its annual return is likely to face either strike off proceedings or prosecution in the District Court. However, enforcement activities in CRO remained suspended during 2021 due to the COVID-19 pandemic.

Re-Registrations
Under the Companies Act 2014, it is possible to change from any company type to another company type e.g. from limited to unlimited, from private to public or from limited by shares to limited by guarantee or vice versa, subject to the requirements of Part 20 of the Act.

In 2021, a total of 428 companies re-registered, down from the high of 676 in 2016.

-Re-registrations to different types in 2021

 
Mortgages and Charges
10,940 charges were filed in 2021. This is an increase on the figure of 8,856 for 2020.

 
Liquidations and appointment of Receivers
Up-to-date registers of liquidations, appointment of receivers and examiners were maintained by registering all documents received within agreed business plan timeframes. The number of liquidations decreased by 4.7% compared to 2020.

-Types of liquidation registered:

 
Liquidators are required to submit form E3 (Account of act and dealings) and form E4 (s681 account and affidavit). Receivers are required to submit form E9 (receivers abstract). The numbers of return submissions by liquidators and receivers rose considerably in 2018 and 2019 as a result of a reminder programme that began in 2018. The reminder programme was suspended in March 2020 due to the pandemic and had not resumed by year end.

129 E8s were received in 2021, an increase from the total of 84 received in 2020.

Register of restricted and disqualified persons
The register of disqualified and restricted directors was also maintained, while reports of companies in liquidation continued to issue to ODCE on a regular basis. By year end, 3,691 persons were on the register of disqualified persons and 481 persons were on the register of restricted persons. The disqualified and restricted registers can be searched online at www.cro.ie. This facility is updated daily.

ICAVs
The Register of Irish Collective Asset – Management Vehicles (ICAVs) is maintained by the Central Bank of Ireland. The CRO is required under the legislation to de-register companies who have registered as ICAVs with the Central Bank. A certificate of de-registration of the company is issued, the Register records the de-registration of the company and notice of the removal of the company is published in the CRO Gazette. In 2021, one company was de-registered.

Enforcement, prosecution and striking companies off the register of companies
A company can be dissolved either through liquidation or strike-off. Strike-off is not always involuntary. A company that ceases to trade and has no outstanding creditors can request the Registrar to strike the company off the register.

In 2021 CRO continued the suspension of enforcement for failure to file annual returns which commenced in March 2020 due to the onset of the pandemic. Enforcement activity had not resumed by year end.

Involuntary Strike-Off
The number of companies involuntarily struck off the register in 2021 was 24. All these companies were struck off the register because they did not have an EEA resident director. Due to the suspension of enforcement activity by the CRO in March 2020, no companies were struck off the register for failure to file annual returns.

Voluntary Strike-Off
Voluntary strike-off is a statutory process under the Companies Act 2014. A total of 7,033 companies were struck off voluntarily in 2021, which is an increase of 28% over 2020.

Restoration to the Register
A company can be restored to the register following strike-off. Where a company has been struck off the register for a period not exceeding 12 months, an application can be made by the company to the Registrar for restoration. Once the 12 months has elapsed, it is only possible to restore the company via Court Order Restoration. A total of 140 companies were restored to the register, a 53% decrease on the number restored in 2020.

Prosecutions for failing to file annual returns
Due to the suspension of enforcement action no prosecutions for failure to file annual returns were initiated during 2021. However, a number of cases which had been adjourned from 2020 were dealt with by the courts.

In cases brought before the courts, one case was convicted and a fine of €1,000 was imposed. No cases were withdrawn or struck out. 2 cases were adjourned. The Probation Act was applied to the remaining 6 cases.

 
Business Names
The Registration of Business Names Act 1963 provides transparency in relation to persons trading under a name other than their own. It is obligatory to register a business name if any individual or partnership (whether composed of individuals or bodies corporate or any combination of both) or body corporate carries on business under a name other than their own true names. Its purpose is to make public the identities of those individual(s), partnerships or corporate bodies being the legal entity behind the business name. Registration of a business name does not result in the creation of an entity with separate legal personality.

The number of new business names registered by the CRO in 2021 was 23,374, an increase of 8% on 2020 when 21,592 were registered. 97% of new business name applications were filed electronically in 2021.

 
A change in any of the particulars of a registered business name (e.g. change of business name or business address) should be notified to the Registrar within one month of the date of the change. In 2021, 1,862 changes were registered. 2,261 forms notifying the Registrar of cessation of business were submitted.

Make up of Register and Activity on the Register of Business Names

 
Limited Partnerships
The Limited Partnership Act 1907 facilitates the creation of a partnership in which some members have limited liability for the debts of the firm. Their liability is limited to the extent of the amount of capital contributed by them to the partnership. As with a general partnership, a limited partnership is not a separate legal entity. 334 Limited Partnerships were registered in 2021, an increase on the number registered in 2020 (214).

The 2021 expenditure for the CRO was €6.7m. This also includes expenditure in relation to the operation of the Registry of Friendly Societies and the Register of Beneficial Ownership.

 
Income
2021 6.7m CRO received €16.42 million in 2021, which represents an increase of 24% on the 2020 figure of €12.89m. This increase is due to the increase in the number of submissions filed with the office. The figure includes income received in respect of the Registry of Friendly Societies and the Register of Beneficial Ownership. There was an increase in late filing fees paid 10,309 companies paid late filing fees during 2021 meaning that the average late filing fee paid by each of these companies was €580.

*Miscellaneous includes Enquiries Bulk Data Sales, Credit Notes, Customer Account balances

The CRO is committed to facilitating and implementing more payments by electronic means, over the traditional methods of cash and cheque payments. Since the introduction of mandatory e-filing of the annual return (Form B1) and the accompanying financial statements in June 2017, filing fees and any late filing fees must be paid for by credit/debit card or by customer account.

The number of cheques received in the CRO reduced from 18,495 in 2018 (value €2.3m) down to 10,875 in 2019 (value €512k), 7,955 (value €343k) in 2020 and 6,097 (value €251k) in 2021. The CRO continues to review alternative payment methods for customers who have traditionally paid by cheque.

 
A Customer Account can be topped up by Credit Card or through an Electronic Funds Transfer (EFT) provided that the Customer Account number is given as a reference on the EFT and notification is made by email that such a transfer has occurred.

Overview of Energy Usage – S.I. 542 of 2009
S.I. 542 of 2009 requires public sector organisations to report annually on their energy usage and actions taken to reduce consumption.

The CRO is located in Bloom House Gloucester Place Lower, Dublin 1 and O’Brien Road, Carlow.

The CRO shares Bloom House along with meeting rooms, toilets and the reception area with the Registry of Friendly Societies (RFS) and the Competition and Consumer Protection Commission (CCPC) as well as private firms.

CRO Carlow is the minor energy user of O’Brien Road (45%) and shares the building with the Register of Beneficial Ownership, and the Workplace Relations Commission while also sharing canteen facilities, toilets and the reception area.

Bloom House has a Building Energy Rating of B3. BER No.: 800191413. Energy Performance Indicator: 77.12kg CO2 /m2 /yr.

O’Brien Road Carlow has a Building Energy Rating of C2. BER No.: 800408395. Energy Performance Indicator: 53kg CO2/m2/yr.

-Actions Undertaken in 2021

• Energy Saving related emails to staff reminding everyone to turn off PC monitors, printers etc. each evening.
• Monthly ‘No-Lift Days’
• Out of Hours energy Audits
• Air Handling Unit operating hours monitored continuously.
• Heating timers regularly programmed in line with current weather conditions (both locations).

Expansion of mandatory electronic filing
As part of the upgrade of the CRO’s IT system which went live in December 2020, electronic versions of a number of forms were introduced for the first time. These forms were mainly in the mortgage and solvency area and since their introduction presenters have had the option to file them either manually or electronically. The Companies Act 2014 (Section 897) Order 2021, S.I. No. 676 of 2021, which will come into effect on 1st March 2022, will make it mandatory to file these forms electronically thereby removing the option of manual filing for these forms. The forms concerned are set out in the table below:

 
Requirement to provide a Personal Public Service Number
Section 35 of the Companies (Corporate Enforcement Authority) Act 2021 amended the Companies Act 2014 by inserting section 888A which requires a director to include his or her personal public service number in an application to incorporate a company, an annual return made by a company of which he or she is a director and a notice of change of directors or secretaries made by a company of which he or she is a director. Where such a director does not have a personal public service number, the Registrar of Companies shall determine the information to be provided concerning the identity of the director. During 2022 the CRO will work with software vendors and with stakeholders to prepare for the commencement of this section of the Act. It is expected that this requirement will be introduced in early 2023.

Activity on the register of companies in 2021

Total number of new companies incorporated in 2021: 25,468
Total number of companies dissolved during 2021: 9,032
Total number of companies restored to the register in 2021: 140

Restoration of Companies to the Register
Chapter 2 Part 12 of the Companies Act 2014 provides for the restoration of a dissolved company to the Register of companies. A company struck off the register may be restored to the Register by application to the:

• High Court before twenty years have elapsed from the date of dissolution;
• Circuit Court before twenty years have elapsed from the date of dissolution, where the applicant is a creditor;
• Registrar of Companies before twelve months have elapsed from the date of dissolution, where the application is made by or on behalf of the company.

There were 72 Court ordered restorations and 68 administrative restorations in 2021.

External Register
Companies on the external register at 31 December 2021:

*Note: Due to Brexit, UK is now classed as Non-EEA, up to 2021, it was a member of EEA.

Changes of Company Name
During 2021, a total of 2,697 company changes of name were approved. This figure includes 68 companies who had an exemption from the requirement to include the suffix in their name. This exemption ended on 30th of November and the suffix was applied automatically to 43 companies on 1st December 2021. The remaining companies had previously applied to change their names to include the suffix.

Irish Collective Asset-management Vehicles
The Irish Collective Asset-management Vehicles Act 2015 allows companies to be de-registered following conversion to an ICAV. Registration orders for ICAVs are granted by the Central Bank. One company de-registered following conversion to ICAV status.

Societas Europaea
A Societas Europaea (SE) is a European Public Limited Company formed under EU Regulation (Council Regulation 2157/2001) and Statutory Instrument 21 of 2007. 1 Societas Europaea transferred its registered offices into the State. 1 Societas Europaea was formed as a result of a merger in 2021. There were 12 Societas Europaea in the State at the end of 2021.

Investment Fund Migration
No company was registered in the State, by way of continuation, following migration in 2021. This is provided for under Part 24 Companies Act 2014.

Permission to Omit Suffix from Company Name
40 companies were granted permission to exclude the suffix from the company name during 2021.

Cross Border Mergers
The European Union (Cross Border Mergers) Regulations 2008 implemented Directive 2005/56/EC. The Regulations allow any Irish limited liability company, with the exception of companies limited by guarantee, to be party to a cross border merger with an entity in another member of the EEA.

Seven company acquisitions were completed using the Cross-Border Merger legislation in 2021 while another 8 were absorbed (deleted from register). Five acquisitions and five further absorptions were planned in 2021 but have not been completed to date. Three acquisitions and two absorptions were completed in 2021 from a previous year. 92 companies have been merged into Ireland and 124 companies have left the State since the legislation was enacted in 2008.

European Economic Interest Groupings
No European Economic Interest Groupings (EEIGs) were registered in the State in 2021 under the European Communities (European Economic Interest Groupings) Regulations 1989. There are 25 EEIGs currently registered with the CRO.

Enforcement Activities for 2021

-Strike Off Process

-Solvency Examinerships
7 companies went into examinership in 2021. By year end, 5 had returned to normal status, none had entered liquidation and 2 companies were in examinership. Four examiners were appointed by the Circuit Court.

Receiverships

Liquidations by type notified to the CRO

 

 
Companies in Liquidation

 
Notifications
That Proper Books Were Not Kept In accordance with the provisions of section 392 Companies Act 2014, the Registrar received no notices from auditors in respect of companies during 2021.

Registration of Prospectuses
Since 21st of July 2019 there has been no need to submit a prospectus document with the CRO. Statutory Instrument 380 of 2019 – European Union (Prospectus) Regulations 2019, which revoked S.I. 324 of 2005 requires that the prospectus be filed with the Central Bank. Local offers defined as such by being less than €5,000,000 whether for Irish or foreign registered companies are presented to the CRO for registration under s,1361(4) of the Companies Act 2014. There was one local offer registered with CRO during 2021.

During 2021, the Registrar received notifications to purchase their own shares from the following 749 companies:

The following 334 Limited Partnerships were registered by the CRO in the year to 31 December 2021:

 

 
Submissions Filed During the Year

*The G1 Alteration to Constitution form was changed in December 2020, and is now G1 Special Resolution – General.

• Registrar of Companies Ms. Maureen O’Sullivan
• Assistant Registrar Mr. Gerry Doyle
• Assistant Registrar Mr. Paul McHenry
• Assistant Registrar Ms. Niamh Nolan
• Assistant Registrar Ms. Carol Crotty
• Assistant Registrar Mr. Sean Smith
• Legal Adviser Dr. David McFadden
• Legal Adviser Mr. Adrian Brennan

Persons Authorised
The following persons were authorised as at 31st December 2021 pursuant to section 887(8) of the Companies Act 2014, section 16 of the Registration of Business Names Act 1963 and section 15 of the Limited Partnerships Act 1907: