Annual Report 2022

2022 was a busy year for the CRO and its stakeholders. In early 2022 staff returned to the office on blended working basis, typically 2 days per week in the office and 3 days per week working from home. The full range of CRO services continued to be provided to our customers during the year. The CRO Public Office in Dublin which was closed on 12th March 2020 due to COVID 19 restrictions has not reopened. The question of whether the office will re-open is currently being evaluated in the light of the very high level of electronic filing in CRO since the introduction of the new IT system in December 2020 and the ongoing expansion of mandatory electronic filing. During 2022, 94% of submissions filed with CRO were filed electronically.

Enforcement activities continued to be suspended in light of the COVID-19 difficulties being experienced by customers and presenters and are expected to resume in the first half of 2023.

287,877 Irish companies were in existence on the register at the end of the year, resulting in 510,280 submissions being filed with the CRO during 2022. 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 94% of all documents filed with CRO in 2022 were filed electronically compared to 89% in 2021.

Makeup of the Register at end 2022

Public Limited Companies, Public Unlimited Companies and UCITs each comprised less than 1% of the Register at end 2022.

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. With effect from 1st March 2022 it became mandatory to file a number of these forms electronically. This has driven a further increase in online filing in CRO to 94% in 2022. This trend is expected to continue in 2023 when more forms will be subject to mandatory electronic filing.

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 2022, CRO received 879 notices of applications from companies to the District Court or the High Court.

The CRO issued a total of 858 Letters of Acknowledgement/No Objection/Objection (including 8 letters of objection) and processed 770 Orders granted by the District Court/High Court. One application was refused by the Courts and five applications were withdrawn. Four applications were adjourned from 2022 to 2023.

Legal Developments
– Companies (Miscellaneous Provisions) (Covid 19) Act 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, with subsequent extensions to this period. During 2022, the interim period was extended to 31 December 2022 and subsequently further extended to 31 December 2023. Relevant Government Orders are as follows:

• S.I. No. 220/2022 – Companies Act 2014 (Section 12A(1)) (Covid-19) Order 2022
• S.I. No. 648/2022 – Companies Act 2014 (Section 12A(1)) (Covid-19) (No. 2) Order 2022.

– Companies (Corporate Enforcement Authority) Act 2021
The Companies (Corporate Enforcement Authority) Act 2021, was (save for section 35), commenced on 6 July 2022 and the Corporate Enforcement Authority was established on 7 July 2022 as a statutory and independent agency. The CEA has been provided with more autonomy and additional resources to investigate suspected wrongdoing and to pursue breaches of company law. Relevant statutory instruments are as follows:

• • S.I. No. 335/2022 – Companies (Corporate Enforcement Authority) Act 2021 (Commencement) Order 2022
  • S.I. No. 337/2022 – Companies Act 2014 (Corporate Enforcement Authority) (Establishment Day) Order 2022.

– Rules of the Superior Courts (Companies Act 2014, Part 10A) 2021 (S.I. No. 218 of 2022)
These rules amend the Rules of the Superior Courts to facilitate the operation of the Companies Act Rescue Process for Small and Micro Companies.

– European Union (Preventive Restructuring) Regulations 2022 (S.I. No. 380 of 2022)
The Directive (EU) 2019/1023 of the European Parliament and Council, which was adopted in June 2019, seeks to harmonise aspects of national insolvency laws both for companies and for individuals. It is focused on a ‘preventive’ restructuring framework, second chance/fresh start for ‘entrepreneurs’ and enhancing the efficiency of restructuring and insolvency. The European Union (Preventive Restructuring) Regulations 2022 transposing the corporate insolvency elements of the Preventive Restructuring Directive were signed on 27 July 2022.

– Companies Act 2014 (Disqualification and Restriction Undertakings) Regulations 2022 (S.I. No. 646 of 2022)
The purpose of these Regulations is to prescribe documents in relation to the disqualification and restriction undertakings of Directors.

Unregistered Auditors
In 2022, there were no reports of unregistered auditors attempting to file false auditors’ reports. There were 19 instances where auditors notified the CRO that their Auditors Registration Number (ARN) was used to file auditors’ reports without permission. There was no 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 364,000 documents were purchased from the CRO website in 2022 and the website was visited 1.043m 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 2022. The phone number for the Information Unit is 00 353 1 8045200/Lo call 0818 452 000. Over 41,000 phone calls were answered as well as 16,220 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.

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 2022, the number of new companies incorporated was 21,434. This represents a decrease compared to 2021 when 25,468 new companies were incorporated. During 2022 there was an average of 1,786 new companies registered per month, compared to a monthly average of 2,122 in 2021. The general trend since 2016 has been for over 20,000 incorporations every year with a high of 25,468 in 2021.

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

CRO continued to broadly meet its customer service targets for the incorporation of new companies in 2022.

External Companies
There were 248 new external company registrations in 2022. The most common country of origin for new registrations for external companies was the United Kingdom with 190 registrations.
The number of external companies on the Register at the end of 2022 was 3,143, a decrease on the figure of 3,210 at the end of 2021.

External company branches on register by country of origin:

Selected others: France – 33, Switzerland – 33, Belgium – 29, Spain – 24, Portugal – 23.

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 79,703 B10 forms (change in director/secretary information) filed in 2022. There were also 19,556 B2 forms (change of registered office) filed during 2022.

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 240,223 annual returns received in the CRO in 2022.

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 2022 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 2022, a total of 361 companies re-registered, down from 428 in 2021.

Re-registrations to different types in 2022

Mortgages and Charges
11,100 charges were filed in 2022. This is an increase on the figure of 10,941 for 2021.

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 0.6% compared to 2021.

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.

136 E8s (Notice of Appointment of Receiver) were received in 2022, an increase on the total of 129 received in 2021.

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 the Corporate Enforcement Authority on a regular basis. By year end, 4,298 persons were on the register of disqualified persons and 547 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 2022, two companies were 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.

Involuntary Strike-Off
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 6,376 companies were struck off voluntarily in 2022, which is a decrease on the figure of 7,033 in 2021.

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. During 2022 a total of 96 companies were restored to the register, a decrease on the number restored in 2021.

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 2022.

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 2022 was 20,006, a decrease of 14% on 2021 when 23,374 were registered. Almost 98% of new business name applications were filed electronically in 2022.

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 2022, 2,174 changes were registered. 2,532 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. 182 Limited Partnerships were registered in 2022, a significant decrease on the number registered in 2021 (334).

The 2022 expenditure for the CRO was €7.2m. This also includes expenditure in relation to the operation of the Registry of Friendly Societies and the Register of Beneficial Ownership.

Income 2022
CRO received €17.8 million in 2022, which represents an increase of 7.9% on the 2021 figure of €16.5m. 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. 15,358 companies paid late filing fees during 2022 meaning that the average late filing fee paid by each of these companies was €514.

* 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 has steadily reduced from 18,495 in 2018 (value €2.3m) down to 3,091 (value €97k) in 2022. 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. No. 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. CRO shares accommodation and many administration services, including energy consumption, with the Registry of Friendly Societies in Bloom House. The RFS and CRO share meeting rooms, toilets and the reception area with the Competition and Consumer Protection Commission (CCPC) as well as private firms.

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

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.

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

Actions Undertaken in 2022

• Energy Saving related emails to staff reminding everyone to turn off PC monitors, printers etc. each evening.
• Air Handling Unit operating hours monitored continuously.
• Heating timers regularly programmed in line with current weather conditions (both locations).

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 worked 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 the first half of 2023.

Expansion of Mandatory Electronic Filing
The implementation of the Digital Tools Directives in 2021 required the introduction of electronic versions of a number of External Companies Forms. Since that time, these forms have been available for filing either manually or electronically. It is intended that the option of manual filing for these forms will be removed early in 2023. In addition, the manual filing option will also be removed in respect of some other forms which have continued to be available for manual filing following the introduction of electronic options. The forms concerned are set out in the table below:

EU Directive on Cross Border Conversions, Mergers and Divisions
Directive EU 2019/2121 which amends the provisions of Directive EU 2017/1132 on cross-border mergers and creates harmonized rules on cross-border conversions and divisions was adopted on 27 November 2019. The Directive is due to be transposed in 2023.

EU Directive on public country-by-country reporting of tax information
Directive EU 2021/2101 which amends Directive EU 2013/34 as regards disclosure of income tax information by certain undertakings and branches was adopted on 24 November 2021. The Directive is due to be transposed in 2023.

Activity on the register of companies in 2022

Restoration of Companies to the Register 2021
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 30 Court ordered restorations and 66 administrative restorations in 2022.

External Register
Companies on the external register at 31 December 2022:

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

Changes of Companies Names
During 2022, a total of 2,218 company changes of name were approved.

-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. Two companies 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 No. 21 of 2007. In 2022, two Societas Europaea transferred their registered offices into the State. One Societas Europaea was formed as a result of a merger in 2022. There were 14 Societas Europaea in the State at the end of 2022.

-Investment Fund Migration

No company was registered in the State, by way of continuation, following migration in 2022. 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 2022.

-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. Six company acquisitions were completed using the Cross-Border Merger legislation in 2022 while another nine were absorbed (deleted from register). One acquisition and two further absorptions were planned in 2022 but have not been completed to date. No acquisitions and three absorptions were completed in 2022 from a previous year. 98 companies have been merged into Ireland and 133 companies have left the State since the legislation was enacted in 2008.

-European Economic Interest Groupings

One European Economic Interest Groupings (EEIGs) was registered in the State in 2022 under the European Communities (European Economic Interest Groupings) Regulations 1989. One EEIG was liquidated during the year. There are 25 EEIGs currently registered with the CRO.

Enforcement Activities for 2022
-Strike Off Process

Solvency
-Examinerships

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 4 notices from auditors in respect of companies during 2022.

Registration of Prospectuses
Since 21st of July 2019 there has been no need to submit a prospectus document with the CRO. Statutory Instrument No. 380 of 2019 – European Union (Prospectus) Regulations 2019, which revoked S.I. No. 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 no local offer registered with CRO during 2022.

During 2022, the Registrar received notifications to purchase their own shares from the following 759 companies:

The following 182 Limited Partnerships were registered by the CRO in the year to 31 December 2022:

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. Paul McHenry
Assistant Registrar Ms. Niamh Nolan
Assistant Registrar Ms. Carol Crotty
Assistant Registrar Mr. Sean Smith
Assistant Registrar Ms. Elaine Nolan
Legal Adviser Dr. David McFadden
Legal Adviser Mr. Adrian Brennan

Persons Authorised
The following persons were authorised as at 31st December 2022 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:
Mr. F. Brabazon
Ms. C. Cole
Ms. P. Connolly
Ms. D. Corcoran
Ms. M. Corrigan
Ms. E. Coulter
Mr. P. Daly
Mr. A. Dolan
Mr. C. Donegan
Mr. M Donoghue
Mr. G. Flood
Mr. P. Foran
Ms. M. Giblin
Ms. A. Gibson
Ms. M. Grendon
Mr. K. Halpin
Ms. A. Healy
Ms. M. Hogarty
Mr. D. Keegan
Ms. E. Kennedy
Ms. A. King
Ms. M. Langton
Ms. A. Lockhart
Mr. A. Lynch
Ms. H. McCarthy
Mr. M. McDonagh
Ms. M. Meaney
Ms. D. Mitchell
Mr. N. Mulvey
Ms. H. Murray
Ms. M. O’Brien
Mr. J. O’Byrne
Ms. K. O’Donovan
Mr. C. O’Flaherty
Ms. K. O’Shea
Mr. P. Porter
Mr. G. Revins
Ms. C. Ryan Kinsella
Mr. P. Treacy
Mr. J. Tuffy
Ms. K. A. Whelan