On 1 June 2019, the Registrar decided to utilise powers under section 898 of the 2014 Act, to introduce a 14 day limit on returning certain post incorporation forms to the Companies Registration Office (“CRO”) that have been sent back to the presenter for amendment (i.e.) the “14 day return rule”.
The 14 day return rule applies generally to post-incorporation forms including those related to ordinary and special resolutions, amendments to constitutions, allotment of shares, changes to share capital and summary approval procedures.
The requirements also apply to electronic filings as per section 897 of the 2014 Act.
In effect, any document submitted to the CRO which is inaccurate, incomplete or does not comply with the provisions of the 2014 Act may be rejected by the CRO.
The CRO has advised that companies should be particularly diligent about recording their correct email address to ensure that they are alerted when their electronically filed documents are being rejected as the CRO will not issue a letter or return electronically filed documents by post.
The key points to note:
- any documents which are submitted to the Registrar which do not comply with the specified requirements may be rejected by the Registrar with a notice indicating why the document does not comply and unless the amended documents are not returned within the 14 day limit they will be deemed to have never been received;
- it is a criminal offence for a person to knowingly or recklessly deliver a document to the CRO which is false; and
- there are very specific rules and potential penalties where annual returns are concerned and the Form B1 along with many other forms are only accepted electronically by the Registrar.