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COMPANIES (MISCELLANEOUS PROVISIONS) (COVID 19) ACT 2020

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The Companies (Miscellaneous Provisions (Covid-19) Act 2020 which has now been signed into law makes, temporary amendments to the Companies Act 2014 for an interim period up until the 31st December 2020 in response to the challenges Companies may experience as a result of the Covid-19 pandemic. This interim period can be extended further under the provisions of the Act should the Government decide this is warranted.

The key measures provided for by the Act are as follows;

  • Annual General Meetings (AGMs) and general meetings can be convened and held by wholly or partly by electronic means, as long as those entitled to attend have a “reasonable opportunity to participate” including a mechanism for casting of votes by a member whether before or during the meeting. This mechanism shall not require the member to be physically present at the general meeting or require the member to appoint a proxy who is to be physically present at the meeting. The AGM can also be postponed to a date up to 31st December 2020.
  • Dividends which were approved by the directors before or during the pandemic may be reduced or cancelled due to the “actual or perceived consequences of COVID-19 on the affairs of the company”
  • Solvency debt threshold has been raised from €10,000 (for an individual creditor or €20,000 for two or more creditors) to €50,000 for both individual and aggregate debts.
  • Examiners may in “exceptional circumstances” apply to increase the period of examinership to 150 days from the current 100 days.
  • Documents to which the common seal is affixed to may now be signed in counterpart by one director and the company secretary or by two directors were previously all signatures were required on the same document.

The Act has provided clarity on how companies can deal with specific issues arising as a result of the Covid-19 situation.

Should you require further assistance in this regard please contact Mary Flanagan or Louise Edwards on 016779000 or info@cooneycarey.ie for further details.

To keep in touch, connect with us on LinkedIn.

Posted on September 1, 2020 by Cooney Carey

Central Register Of Beneficial Ownership

The Central Register of Beneficial Ownership of Irish companies and Industrial and Provident Societies, collectively termed ‘relevant entities’ is now open effective of 29th July 2019 under SI 110 of 2019 and will be open for submissions from that date.

Relevant entities in existence prior to that date will have up until 22th November 2019 by which to file information relating to beneficial owners. Newly incorporated entities will have a period of five months post incorporation in which to file details relating to beneficial owners.

Any subsequent changes in beneficial ownerships must be notified to the Registrar within 14 days of occurring.

Non-compliance with the regulations will be a criminal offence.

A relevant entity may engage a presenter to lodge the information on its behalf.

INFORMATION TO BE DISCLOSED

Information to be disclosed on the Central Register will be as follows:-

  1. Name, date of birth, nationality and residential address of each beneficial owner of the entity
  • Statement of the nature and extent of the interest held or the nature and extent of the control exercised
  • Name and number of the relevant entity as is appears on the Register of Companies or Industrial and Provident Societies
  • PPS number of each beneficial owner, but sight of which will be restricted even to those with unrestricted access to the Central Register

ACCESS

Unrestricted access to the Central Register will be available to certain members of An Gardai, Financial Investigation Unit Ireland (FIU), Revenue Commissioners, Criminal Assets Bureau, Competent Authorities engaged in prevention, detection or investigation of possible money laundering or terrorist financing of terrorism or an inspector appointed under Section 764 of the Companies Act 2014.

Restricted access to the Central Register will be available to designated persons who form a business relationship with a relevant entity or is taking customer due diligence measures in relation to a relevant entity. Restricted access will also be available to a member of the public. Information available to those with restricted access will include the name, month and year of birth, the country of residence and nationality of the beneficial owner together with a statement of the nature and extent of the interest held of the nature and extend of control exercised by each beneficial owner.

Access to information in relation to beneficial owners who are ‘minors’ will be permitted at the discretion of the Registrar.

Information held will be destroyed 10 years after a company has been dissolved.

ENFORCEMENT

A number of offences are provided for within the Regulations. Non-compliance with the requirements can result in fines ranging from €5,000 on summary conviction up to €500,000 on indictment.

Should you require any further information in relation to this matter please do not hesitate to contact us for further details.

Posted on July 30, 2019 by Cooney Carey

Employment (Miscellaneous Provisions) Act 2018

The Employment (Miscellaneous Provisions) Act 2018 became effective on 4th March 2019.

The Act introduces regulations in relation to precarious work arrangements, zero hours contracts and uncertain working conditions. The key changes introduced are outlined as follows:-

Core Terms Of Employment

The employer must now give a written statement of 5 core terms within 5 days of commencing employment. The core terms in this regard are:

  1. Name of employer and employee
  2. Address of employer
  3. Expected duration of employment contract
  4. Method of calculating or rate of pay
  5. Expected hours of normal day or week

Failure to provide this statement may potentially lead to the criminal prosecution of the employer.

Banded Hours Provisions

Employees have a statutory entitlement to a banded hours contract where their contractual working hours over the previous 12 months do not reflect their actual working hours. If the employee requests such a contract, he/she must be given the banded hours contract unless:-

(i) the employee’s claim is not supported by evidence

(ii) there have been significant adverse changes to the employer’s business in the previous 12 months (iii) the hours worked in the previous 12 months were brought about by a temporary situation which no longer exists.

Exemption For Collective Agreements

There is an exemption from this section for employers who have entered into a banded hour arrangement through an agreement by collective bargaining with their employees. This is to recognise that in some sectors, in the retail sector particularly, banded hours arrangements have been agreed between the employer and employees and often work well. The new provisions will not interfere with these arrangements or with any such agreements that are collectively bargained in the future.  An employer is not obliged to offer hours of work in a week where the employee was not expected to work or when the business is not open. Current employees will not have to wait 12 months after commencement of this provision to seek to be placed on a band of hours. From 4 March 2019, an employee who believes their contract does not reflect the hours they have consistently worked over the previous 12 months of service with their employer may request to be placed by that employer in a band of hours that better reflects the hours they have worked regularly.

Prohibition of Zero Hours Contracts

A ‘zero hour’ work practice occurs when an employer requires an employee as a matter of contract to be available for a certain number of hours per week and/or on an “as and when required basis”, without the guarantee of work. There is a new provision under the Act to prohibit zero hours contracts except in very limited circumstances, such as where there is a genuine casual employment requirement or the need to provide cover in emergency situations.

Minimum Payment

If an employer fails to require an employee to work 25% of their contracted hours, the employee is entitled to a minimum payment (equivalent to 25% of the contract hours or 15 hours, whichever is lesser, and calculated at 3 times the national minimum wage). This entitlement does not apply to employees who are required to make themselves available on an “on-call” basis such as genuine emergency workers.

Anti-Penalisation Measures

The Act introduces much stronger anti-penalisation provisions in order to protect employees looking to exercise these new rights. For further information on this topic please refer to www.welfare.ie/en/pages/Employment_(Miscellaneous_Provisions)_Act_2018.aspx

What Questions Do You Have?

We are happy to help. Please post your comment below or
contact our company secretarial team at 01-6779000. Alternatively, send us an email: info@cooneycarey.ie

To keep in touch, connect with our friendly team on LinkedIn.

If this article helped you, please share it with other businesses.

Posted on March 29, 2019 by Mary Flanagan

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