All company officers should be aware that the Companies Registration Office and the Office of Director of Corporate Enforcement cannot and do not arbitrate on disputes between company directors/shareholders.
When the Companies Registration Office (“CRO”) is made aware of disputes pre-registration they hold submissions in “Received” status for six months. This may prevent the CRO from accepting submissions which may lead to subsequent compliance issues for a company. For example, if an annual return submission is not accepted due to a company being in “Received” status, there is a risk of incurring late filing penalties and other enforcement measures such as prosecution or involuntary strike off.
When processing statutory filings in relation to Irish-registered companies the Companies Registration Office are, on occasion, made aware of the existence of a dispute between the directors/members of a company.
This generally takes the form of a written objection to the registration of a Form B10 (notice of appointment of or change in director/secretary) on the basis that the content of the form is false or incorrect.
Where the CRO receives contradictory B10 Forms in respect of a company from disputing parties, the assumption of the party or parties is that the register maintained by the CRO determines the identity of the company’s officers. This is not the case as the CRO does not have the authority to confirm the content of the statutory forms submitted to it.
If the CRO becomes aware that conflicting filings have been submitted , they will hold such unregistered submissions in "Received" status for a maximum period of six months. This allows time for the disputing parties to come to an agreement. After the “Received” status time period lapses the CRO will process the documents. Alternatively if legal proceedings have been initiated by either party in an attempt to resolve the issues within the six month period, the CRO will maintain the temporary hold on registration of the documents until the outcome of the High Court is known. This is dependent on notice of the dispute being submitted in writing to the CRO.
If the CRO has received and registered statutory forms and then is subsequently notified of a dispute as to the accuracy of the contents of the forms, the CRO has no legal power to remove the registered submission. The CRO has indicated that if a company wants to remove a submission from the register they will have to apply to the High Court to have the records rectified. The company must also lodge an office copy of the High Court order with the CRO.