Brexit Transition Period for ROI Companies: Revenue Bond

The UK may have exited the EU on 31st January 2020 however, there will be a transition period running until 31st December 2020. Until then the UK’s relationship with the EU, at least from a trading and regulation perspective, will remain unchanged and the UK remains in the single market and customs union. As a result, there are currently no visa requirements for workers, extra charges or checks being introduced for imports and exports, or revenue bond requirements on Irish companies with only UK directors.

Section 137 Revenue Bond Requirement  

During the transition period Irish companies with only UK directors continue to be exempt from the requirement in Section 137 of the Companies Act 2014 which states that every Irish registered company must have at least one director who is a resident in the European Economic Area (EEA). The EEA consists of the EU member states in addition to Iceland, Liechtenstein, and Norway.

However, there are two further options to ensure compliance with Section 137:

Section 137 Bond

The first option is the arrangement of a bond to the value of €25,000 for a minimum period of two years. The company must renew and submit the next bond to the CRO before the expiration of the existing bond. The purpose of the bond is to act as an insurance for the company to pay a fine or penalty imposed upon it under the 2014 Act or the Taxes Consolidation Act 1997.

Section 140 Certificate

Another option is a Section 140 certificate which exempts a company from the EEA director requirement. This can be obtained by making an application to the Revenue Commissioners supporting the position that it has “reasonable grounds to believe that the company has a real and continuous link with one or more economic activities being carried out in the State.”

This is established by satisfying at least one of the conditions of Section 140(9) of the Act. However, the certificate is only available for existing companies, not those which are newly incorporated as they will be unable to demonstrate a real link at the point of incorporation.

After receipt of the statement from the revenue an application must be made to the CRO within two months.

If the link ceases the company must either appoint an EEA resident or establish a bond.

Subsidiaries

The Act provides an exemption for subsidiaries where a guarantee is given by the parent company to cover liabilities.

The exemption only applies where the parent company is established and registered in an EEA state. Therefore, a no-deal Brexit would prevent Irish subsidiaries of UK companies from relying on the exemption.

Non-Compliance

Non-compliance with Section 137 is a Category 4 offence which can result in a fine of up to €5000. In addition, the Registrar has the power to strike a company off the register.

For more information on the bond requirement or on setting up your own company in the Republic of Ireland, contact us via our website or give us a call on 028 9055 9955.

Company Seal – Irish Companies

Do I Need a Seal?

Under Section 43(1) of the Companies Act 2014, every Irish registered company is required to have a company seal, sometimes referred to as a common seal. It is used to engrave or emboss the company’s name on legal documents. Under Irish company law, there are certain rules that govern the use of a seal.

What Documents Require a Seal?

The seal is used for, but not limited to, legitimising the following documents:

  • Legal Contracts
  • Share Certificates
  • Board Meeting minutes
  • Loan Documents
  • Leases

Who Can Use a Seal?

Section 43 of the Act states that the seal can be used only by the authority of its director(s) or a registered person in relation to the company save as otherwise provided by the constitution. Additionally, any document certified by the seal must be signed by a company director and countersigned by the company secretary, a second director or an authorised person as appointed by the director(s).

When there is a corporate secretary the documents may be countersigned by a director of the secretarial company or an authorized person.

How Can I Order a Seal?

To order a seal contact us via our website or email us at formations@thecompanyshop.co.uk with your company name and number.

Beneficial Ownership

The EU has legislated for numerous Anti-Money Laundering Directives (AMLD) with the purpose of preventing the use of the financial system for money laundering and terrorist financing. As a result of this, in the Republic of Ireland, Statutory Instrument 110 of 2019 was introduced which requires companies to maintain an internal register of their beneficial owners. As of 22nd March 2019 this information is to be filed with the Central Register of Beneficial Ownership (RBO).

What is the purpose of the RBO?

The purpose of the RBO is to improve corporate trust and transparency in Ireland and the EU by making it clear to law enforcement agencies, regulators, obliged entities, other businesses and the public about who ultimately owns and controls Irish companies and industrial and provident societies. This register is a standalone register separate from the CRO/RFS registers.

Who is a Beneficial Owner?

A beneficial owner, as defined in Article 3(6) 4AMLD, is “any natural person(s) who ultimately owns or controls a legal entity, either through direct or indirect ownership of a sufficient percentage of shares or voting rights or ownership interest in the entity, including through bearer shareholdings, or through control via other means. In other words:

  • ownership (directly or indirectly) of more than 25% of the company/society’s shares
  • controlling (directly or indirectly) more than 25% of the company/society’s voting rights
  • control via other means, including the exercise of dominant influence or the power to appoint senior management

The beneficial owner must be a natural person(s). Therefore, in the case of a relevant entity being a subsidiary owned by another corporate entity, any person(s) controlling 25% plus one share of the parent entity is the beneficial owner of the subsidiary.

Registering a Beneficial Owner

There are no paper forms however the RBO website allows registration of beneficial owners free of charge. The following information is required for each beneficial owner:

  • Company / Society Name:
  • Company / Society Number:
  • Surname:
  • Forename(s):
  • Date of Birth:
  • PPS Number
  • Nationality
  • Country of Residence:
  • Statement of the nature & extent of interest held:
  • Statement of the nature & extent of control exercised:
  • Residential Address:
  • Eircode (optional):
  • Date of entry as beneficial owner:
  • Date of cessation as beneficial owner:
  • Presenter Details:
  • Name of presenter:
  • Address of presenter:
  • Phone number of presenter:
  • e-Mail address of presenter:
  • Capacity in which the presenter is acting: (eg officer/employee of company/ society, person acting on behalf of the company/society etc).
  • If the presenter is not a natural person, please enter the name, address, phone number and e-mail address of a natural person for correspondence purposes.

A fine of up to €500,000 is applicable for information is not filed by 22nd November 2019 and there is also a provision for imprisonment up to 12 months.

For more information on the incorporation of an Irish company, give us a call on 028 9055 9955 or contact us via our website.