When a company completes a statutory submission, the onus is on a company and its officers to ensure that submitted documents to the CRO are fully, accurately and properly completed.
Most CRO Forms contain a Certificate that has to be signed by a current officer of the company, certifying that the content of the form is correct.
Not all errors made on statutory forms are detected or indeed capable of detection by CRO prior to registration.
Statutory filings are accepted in good faith by the CRO and registered by the Office.
Where a filing is not in order, this may not be detected prior to registration, as the CRO carries out checks on statutory filings in accordance with the availability of resources and the priorities of the Office as determined from time to time by the Registrar.
The Registrar of Companies has no general power under the Companies Act 2014 to administratively amend the CRO register or to allow amendments to be made to registered documents.
The Registrar also does not have a statutory power to remove registered submissions from the register.
The High Court, by virtue of its full original jurisdiction under the Constitution to deal with all justiciable matters, has power to direct rectification of the CRO register, including the removal of registered submissions in appropriate cases and their replacement by a different submission.
In such cases, the CRO register will reflect what has happened as there will be a court order on the register explaining how a registered submission came to be removed and how a different submission has come to be placed on the register in its stead.
There is just one limited instance where the Companies Acts 2014 permits administrative rectification of the CRO register.
This instance is where the company has itself rectified its own Section 169 register of members, and the error or omission that the company rectified in its own register of members also having been contained in an earlier filing with the CRO.
Section 173(5) of the Companies Act 2014 provides that:
The CRO receives many requests for correction of registered documents.
The CRO informs such requesters that the CRO has no statutory power to allow removal of registered documents from the register and their replacement and/or no statutory basis to allow amendments to be made to registered documents.
There are a number of exceptions to the CRO’s policy of allowing companies to file replacement submissions, principally:
Where a company files a submission, for example, an annual return, which is in order on its face and is registered by CRO, and subsequently realises that the return was factually incorrect in some way, CRO will generally accept an amended return from that company (the return initially filed remains on the register), on the basis that it is in the public interest that the CRO register contain the corrected, updated information.
The CRO cannot and does not guarantee that any particular submission takes precedence over another.
As indicated above, certain forms cannot be replaced, including Forms C1, A1, E1 and re-registration applications.
A High Court order directing rectification of the register is required in these cases if a company/presenter wishes to remove a registered submission from the register and replace it with another or to amend a registered submission.
In relation to the Form E1 (Declaration of solvency), the method that is most commonly availed of to correct the situation is for the company to seek a court order annulling the resolution to wind up pursuant to Section 669 of the Companies Act 2014.
On receipt of such court order, the status of the company is reset from “Liquidation” to whatever it was prior to receipt by CRO of the winding up documentation.
All Forms mentioned on this page are available here.