Annual Report 2023

2023 was another busy year for the CRO and its stakeholders. 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 will be kept under review, particularly 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 continuing expansion of mandatory electronic filing. During 2023, 96% of submissions filed with CRO were filed electronically.

Enforcement activities which had been suspended in early 2020 in light of the COVID-19 difficulties being experienced by customers and presenters resumed in July 2023 with the issue of the first batch of warning letters to companies who were late in filing their annual returns. Further batches continued to issue on a weekly basis and strike off notices began to issue in October.

A major development during the year was the introduction of the requirement for directors to provide a Personal Public Service Number (PPSN) when filing certain documents with the CRO. This requirement came into effect on 11th of June 2023.

306,559 Irish companies were in existence on the register at the end of the year, resulting in 519,048 submissions being filed with the CRO during 2023. Private limited by shares companies make up 88% of all companies on the register.

The number of new companies incorporated continues to significantly exceed the number of companies leaving the register. 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.

The overall number of submissions being filed with CRO continued to rise, with over 550,000 submissions filed in 2023 compared to 510,000 filed in 2022. Over 96% of all documents filed with CRO in 2023 were filed electronically compared to 94% in 2022.

Makeup of the Register at end 2023*
* LTD: Limited Company, DAC: Designated Activity Company, CLG: Company Limited by Guarantee, ULC: Unlimited Company.

Public Limited Companies, Public Unlimited Companies and UCITs each comprised less than 1% of the Register at end 2023.

The above table includes Irish registered companies only. Information in relation to external companies on the register is on page 10 of this report.

Mandatory Electronic Filing – Table of Filings
Over 40 CRO forms are now available for electronic filing only. The table below shows the number of most commonly filed mandatory electronic forms during the year.

*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.

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. A number of forms became subject to mandatory electronic filing in 2023 which has driven a further increase in online filing to 96% in 2023.

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 2023, CRO received 1,299 notices of applications from companies to the District Court or the High Court.

The CRO issued a total of 1,280 Letters of Acknowledgement/No Objection. The CRO lodged objections in relation to five applications. The CRO processed 1,227 Orders granted by the District Court/High Court. Three applications were refused by the Courts. No applications were withdrawn. 115 applications were adjourned from 2023 to 2024.

Legal Developments

Unregistered Auditors
In 2023, 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. Where such instances are notified to the CRO the details may be passed to the Corporate Enforcement Authority (CEA) for investigation.

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. Since the introduction of the Auditors Registration Number in 2012 the number of reports of unregistered auditors attempting to file auditors’ reports has dropped from 123 in 2012 to zero in 2023 while the number of reports of Auditors Registration Numbers being used without permission has dropped from 33 to 19.

Provision of information to the public
Over 379,000 documents were purchased from the CRO website in 2023 and the website was visited 1.161m 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 2023. The phone number for the Information Unit is 00 353 1 8045200/Lo call 0818 452 000. Over 44,000 phone calls were answered as well as 17,872 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 and should take appropriate steps to ensure that they are fully aware of their obligations. Further information on the duties of directors and secretaries is available at Duties of Directors and Secretaries – CRO.

In 2023, the number of new companies incorporated was 22,384. This represents an increase compared to 2022 when 21,434 new companies were incorporated. During 2023 there was an average of 1,865 new companies registered per month, compared to a monthly average of 1,786 in 2022. 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 2023.

External Companies
There were 192 new external company registrations in 2023, 41 EEA and 151 non-EEA. This compares to 248 external company registrations in 2022.

The number of external companies on the Register at the end of 2023 was 3,337, an increase on the figure of 3,143 at the end of 2022. There were 470 EEA external company branches and 2,867 non-EEA branches on the register at the end of 2023.

External company branches on register by country of origin:

Selected others: France – 40, Belgium – 31, Spain – 27, Portugal – 24, India – 22.

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 82,902 B10 forms (change in director/secretary information) registered in 2023. There were also 20,966 B2 forms (change of registered office) registered during 2023.

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 255,818 annual returns received in the CRO in 2023.

Any company which is late in filing its annual return, will be subject to late filing fees, and is likely to face either strike-off proceedings or prosecution in the District Court.

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 2023, a total of 393 companies re-registered, an increase on the figure of 361 in 2022.

Re-registrations to different types in 2023

Mortgages and Charges
10,704 charges were filed in 2023. This is a decrease on the figure of 11,100 for 2022.

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 time frames. The number of liquidations registered with the CRO increased by 33% compared to 2022.

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. CRO plans to initiate enforcement action against liquidators who are late in filing their returns towards the end of 2024.

108 E8s (Notice of Appointment of Receiver) were received in 2023, a decrease on the total of 136 received in 2022.

SCARP
The Companies (Rescue Process for Small and Micro Companies) Act 2021 introduced a new simplified restructuring process for viable small and micro companies. The Act was commenced on 7th December 2021.

Information in relation to the notification of the appointment of process advisors and the approval of rescue plans is set out below.

Register of restricted and disqualified persons
The register of disqualified and restricted directors was also maintained. By year end, 5,229 persons were on the register of disqualified persons and 600 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.

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.

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
Enforcement activities which had been suspended in early 2020 in light of the COVID-19 difficulties being experienced by customers and presenters resumed in July 2023 with the issue of the first batch of warning letters to companies who were late in filing their annual returns. Further batches of warning letters continued to issue on a weekly basis and strike off notices began to issue in October. In late November and early December 2023, issues arose in relation to the publication in the CRO Gazette of a number companies that were to be involuntarily struck off the register in early 2024 for non-filing of annual returns. It should be noted that no companies had reached the end of the enforcement process and been struck off by the end of 2023.

The issues that arose in relation to the CRO Gazette in late November and early December 2023, did not come to light until January and February 2024. Two Special Gazettes were published on 20th February 2024 in relation to the impact of these issues. These issues will be reported on fully in the 2024 Annual Report.

Voluntary Strike-Off
Voluntary strike-off is a statutory process under the Companies Act 2014. A total of 6,227 companies were struck off voluntarily in 2023, which is a decrease on the figure of 6,376 in 2022.

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 2023 a total of 62 companies were restored to the register, a decrease on the 96 restored in 2022.

Prosecutions for failing to file annual returns
Due to the suspension of enforcement action no such prosecutions were initiated during 2023.

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 2023 was 19,752, a decrease of 1.26% on 2022 when 20,006 were registered. Almost 98% of new business name applications were filed electronically in 2023.

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 2023, 1,959 changes were registered. 2,366 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. 147 Limited Partnerships were registered in 2023, a decrease on the number registered in 2022 (182).

The 2023 expenditure for the CRO was €7.6m. This also includes expenditure in relation to the operation of the Registry of Friendly Societies and the Register of Beneficial Ownership.

Income 2023
CRO received €18.7 million in 2023, which represents an increase of 5% on the 2022 figure of €17.8m. 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. 15,340 companies paid late filing fees during 2023 meaning that the average late filing fee paid by each of these companies was €534.

* 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 2,214 (value €63k) in 2023. 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 2023

• 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).

Activity on the register of companies in 2023

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 38 Court ordered restorations and 24 administrative restorations in 2023.

External Register
Companies on the external register at 31 December 2023:

*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 2023, a total of 2,230 company changes of name were approved.

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 2023, seven Societas Europaea transferred their registered offices into the State. No Societas Europaea was formed as a result of a merger in 2023. There were 21 Societas Europaea in the State at the end of 2023.

Investment Fund Migration
No company was registered in the State, by way of continuation, following migration in 2023. This is provided for under Part 24 Companies Act 2014.

Permission to Omit Suffix from Company Name
20 companies were granted permission to exclude the suffix from the company name during 2023.

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. Two company acquisitions were completed using the Cross-Border Merger legislation in 2023 while another two were absorbed (deleted from register). Two further applications were submitted in 2023 but have not been completed to date. One absorption was completed in 2023 from a previous year.

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 and was transposed in 2023.

In addition to the figures quoted above in respect of the earlier legislation, the following applications for cross border mergers, divisions and conversions were received during 2023 under the new legislation.

None of these applications were completed before year end.

European Economic Interest Groupings
One European Economic Interest Groupings (EEIGs) was registered in the State in 2023 under the European Communities (European Economic Interest Groupings) Regulations 1989. There are 26 EEIGs currently registered with the CRO.

Enforcement Activities for 2023
– Strike Off Process
The enforcement process for failure to file annual returns was recommenced in July 2023 with the issue of 10 week warning letters. No companies were struck off under the resumed process by year end.

6,227 companies were voluntarily struck off during 2023.

Solvency
-Examinership

– Receivership

– 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 3 notices from auditors in respect of companies during 2023.

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 one local offer registered with CRO during 2023.

During 2023, the Registrar received notifications to purchase their own shares from the following 1,299 companies:

The following 147 Limited Partnerships were registered by the CRO in the year to 31 December 2023:

*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 Vacant

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 2023 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

Mr. C. Byrne

Ms. C. Cole

Ms. P. Connolly

Ms. M. Corrigan

Ms. E. Coulter

Mr. P. Daly

Mr. A. Dolan

Mr. C. Donegan

Ms. N. Fitzpatrick

Mr. G. Flood

Mr. P. Foran

Ms. M. Giblin

Ms. A. Gibson

Ms. M. Grendon

Mr. K. Halpin

Mr. C. Hogan

Ms. N. Howley

Mr. D. Keegan

Ms. E. Kennedy

Ms. J. Keyes Ferreira

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. L. O’Neill

Ms. K. O’Shea

Mr. P. Porter

Mr. G. Revins

Ms. C. Ryan Kinsella

Ms. G. Somers

Ms. A. Tracey

Mr. P. Treacy

Mr. J. Tuffy