Digital certificates for new companies

The Companies Registration Office (CRO) has started issuing digital Certificates of Incorporation for new companies as of 21 September 2016. These digital documents are replacing the paper Certificates of Incorporation which will be familiar to companies and their officers.

The digital Certificate of Incorporation will be emailed as a pdf document to the email address entered in the relevant section of the Form A1 following registration. The document will contain a coloured banner at the top to confirm that it has been digitally signed as certified by the CRO. The CRO has stated that this provides an assurance to the recipient that the document is authentic, has not been tampered with and has been independently verified as sourced in the CRO.

Companies can then provide these digital certificates directly to third parties (e.g. financial institutions) by email as required.

Mandatory e-filing for certain submissions

From 1 June 2017, mandatory electronic filing will apply to the following submissions to the CRO:

  • Form B1: Annual Return (including financial statements and electronic payment)
  • Form B2: Change of registered office
  • Form B10: Change of director and/or secretary, or in their particulars
  • Form B73: Nomination of a new annual return date

It is important that those responsible for making CRO filings on behalf of a company familiarise themselves with the new online process ahead of this deadline.

End of Companies Act 2014 transition period

Under the Companies Act 2014 (the "Act"), all existing private companies limited by shares must convert to one of the new company types (LTD or DAC) during the transition period which ends on 30 November 2016.

Companies that have not done so will be automatically converted to a LTD by the CRO on 1 December 2016. The estimated waiting period for the CRO to process a conversion to a DAC is 1 week at present. The waiting period to process a conversion to a LTD is significantly longer at 8 weeks, although this can vary depending on the application.

We recommend that a company be proactive as regards their conversion, rather than relying on the default conversion provisions in the Act. If a company automatically converts to a LTD, the memorandum and articles of association on the public record will be deemed to exclude the objects clause and any other provisions inconsistent with mandatory provisions of the Act. However, those provisions will not be physically redacted from the constitution as available on the CRO register, which may cause confusion.

In addition, if the company automatically converts to a LTD at the end of the transition period the directors will be in breach of their obligations under the Act, although this breach does not carry any specific sanction.

Companies should bear in mind that the effective date of conversion to a LTD or a DAC is the date the new Certificate of Incorporation is issued by the CRO and not the date on which the resolution sanctioning the conversion is passed.