Electronic Filing Agents
Section 35 of the Companies Act 2014 provides that “a company may authorise a person (who shall be known and is in this Act referred to as an “electronic filing agent”) to do the following acts on its behalf”:
- (a) the electronic signing of documents that are required to be delivered by the company to the Registrar of Companies, and
(b) the delivery to the Registrar of Companies, by electronic means, of those documents so
signed.
To become an Electronic Filing Agent (EFA), the agent must apply to the CRO to act as an EFA through submitting a Form J1a, which is found on the Forms page.
The J1a Form is an application for a digital certificate, and nominates a named individual, or individuals, within the agent’s organisation who will verify the signing of documents. The names of these individual(s) must be listed on the Form.
The J1a Form should be completed scanned to PDF and emailed as an attachment to crosupportservices@cro.ie.
Having authorised an Electronic Filing Agent (EFA), the company must file a Form B77 through CORE to notify the CRO of the authorisation.
The B77 Form must contain the company name and number and the agent details, including their CRO ID, which they will have obtained when applying to the CRO to act as an EFA.
Where a firm (partnership) is being appointed as the EFA, the name and principal office of the firm may be stated instead of the names of all the partners in that firm. By appointing a firm by name, it indicates the appointment as the company’s EFA of those persons who shall from time to time during the currency of that appointment, be the partners in that firm as from time to time constituted.
Only one EFA may be appointed by a company to act on its behalf as at any given date. Multiple EFA’s having concurrent authority may not be appointed for the purposes of CRO filings.
If a company wishes to replace its EFA, it may give the CRO notice of revocation of that EFA’s authority before notifying CRO of the appointment of a new EFA.
The electronic signing and delivery of a document by an Electronic Filing Agent (EFA) on behalf of a company will be as valid in law as if it had been done by the company as long as:
- (a) an authorisation by the company is in place;
(b) CRO have been notified of that authorisation;
(c) the signing and delivery complies with any requirements of the registrar of companies of the kind referred to in the Electronic Commerce Act 2000.
It will be the joint responsibility of a company and the EFA to manage the control of the documents. Section 35(7) of the Companies Act 2014 provides that an EFA will not be precluded from acting as an auditor of a company.
Documents that:
- are furnished by an EFA who has been duly authorised by a company, and
- contain a valid ROS (Revenue Online Signature) certificate for the EFA
have been signed by that EFA in accordance with the Companies Act and the Electronic Commerce Act 2000.
Please Note:
Where the EFA is not an individual, all responsibilities regarding the filing of the document remain with the EFA.
Section 876 of the Companies Act 2014 provides that a person who knowingly or recklessly furnishes false information to an Electronic Filing Agent (EFA) that is subsequently transmitted in a return made, on the person’s behalf, will be guilty of an Offence.
A company may revoke the authorisation of an Electronic Filing Agent (EFA), and must notify the CRO of that revocation by submitting a Form B77 through CORE. The EFA’s authorisation to act on behalf of the company remains in force until such time as the CRO has been notified by the company of the revocation through the submission of a Form B77.
If a revocation constitutes a breach of contract, or otherwise gives rise to a liability being incurred, this does not affect the validity of the revocation.