Minutes of the Accountants Forum. Wednesday 4 th June Companies Registration Office, Parnell House

Transcription

1 Minutes of the Accountants Forum Wednesday 4 th June 2014 Companies Registration Office, Parnell House Present: CRO: Helen Dixon, Claudine Forrest, Harry Lester, Gerry Doyle, Mark Donoghue. Members: Oliver Holt (Deloitte), Emer Kelly (CPA), Anne Sykes (CAI), John Carolan (CIMA). Linda Murray (Deloitte, as a guest from Cro Link). Apologies: Eileen O Carroll (CRO),Marian Rooney (IIPA) Peter Fulham, (ACCA), Eugene O Callaghan (CPA). 1. Minutes of the previous meeting and request that minutes be approved by written procedure within a fortnight of distribution in future for discussion. The Registrar welcomed the group, and commenced with a review of the minutes of the last Accountants Forum held on 29 th January 2014, which were then deemed agreed. Discussion then took place on the question of whether the minutes for the Accountants Forum could be posted on the CRO website in a shorter timescale, as the current procedure was to await the next CRO Link meeting to approve the most recent minutes as its first order of business. This was considered undesirable as the minutes were often time bound and would be of much more value to practitioners, if published in a shorter time. Mark Donoghue (Secretary) undertook to have the minutes ready for approval within two to three weeks of each meeting date and when approved have the minutes posted on within a month of the date of the last meeting. This was agreed and will be adopted with immediate effect. 2. Discussion about E Day 19 th September 2014, an initiative by Department of Finance to drive a significant increase in the usage of e payments in the Irish economy. Gerry Doyle gave the background to this initiative as follows. The National Payments Plan ( NPP ), launched in April 2013, seeks to reduce the cost of Ireland s payment system (estimated at 1.4% of GNP) through the increased use of more efficient payment methods which will lead to increased competitiveness and efficiency. The NPP estimates that if Ireland were to match best practice in Europe, savings of up to 1 billion per annum could be made across the economy. The NPP envisages that from e-day - 19 September the public sector will no longer write cheques to business users, nor will the public sector accept cheques from business users. The particular focus of e-day will be to encourage SMEs to migrate from cheque usage. The focus is on SMEs as they are either issuers or receivers of more than 60% of all cheques in Ireland. In 2013, the CRO received 122,000 cheques, postal orders etc to the value of 16.6m. CRO already has a number of well established alternatives to cheques payments, for instance Credit/Debit card payment options are available to customers making enquiries, filing submissions through CORE and filing documents at the Public Counter. CRO also provides a

2 system of Customer Accounts which presenters can use to pay for enquiries, filing fees etc and can be topped up on-line using a credit/debit card. The CRO has now focussed its attention on providing an electronic payment option to customers who currently pay by cheque and who don't have or don t wish to pay by Credit Card, Debit Card or Customer Account. Having consulted widely, including with the Revenue Commissioners, the solutions CRO proposes are as follows: for customers who file a small number of documents a year with CRO and who don't have or don t wish to use a Credit Card, Debit Card or a Customer Account, the option offered will be a SEPA Single Direct Debit (SDD), for regular filers who currently pay by cheque or top up their Customer Account by cheque, and who don't have or don t wish to use a Credit/Debit card, a Recurring Direct Debit would be the payment option offered by CRO. EFT is not a viable option for CRO as the EFT descriptors are free text and would require each EFT payment to be matched individually to a submission, which is not feasible for the huge volumes of submissions filed with the CRO. Customers filing electronically and who chose to pay by Direct Debit would be asked to provide their BIC and IBAN numbers, in the same way as they provide their Credit/Debit Card numbers currently. The fee would not be deducted from their Bank Account until the related document is processed in the CRO. An integral part of SEPA is an 8-week period where the customer can seek the right to refund, but this can be waived by the customer. As the Companies Acts state that the appropriate filing fee must accompany each statutory document filed, CRO will be required to make the waiver of the right to refund a condition in the Terms & Conditions for the use of a Direct Debit when paying CRO. In accepting customer's BIC and IBAN numbers on a Direct Debit mandate, CRO is obliged under Data Protection legislation to retain the data for no longer than is necessary for the purpose for which it was obtained. Once the purpose for which the information was obtained has ceased, the data will be deleted and disposed of in a secure manner by the CRO i.e (when the fee has been successfully credited to the CRO s bank account.) The Department of Finance have stated that in implementing e-day "it is important that there is no loss to the Exchequer by refusing payments". The D/Finance is in the process of engaging a marketing and PR company to design and execute an National Payments Plan communication strategy around e-day. CRO is fully supportive of any initiatives to maximise e-filing and e-payment methods but is also mindful of the D/Finance s overriding concern that here is no loss to the Exchequer and of the NPP proposal that SME should be encouraged to migrate from cheque usage. On this basis, CRO s proposed approach is to build on the impetus of e-day to phase out cheques and, to that end, to introduce the SEPA Direct Debit electronic payment options to allow our cheque-using customers to adapt to a new payment method. CRO would envisage phasing out handling cheques entirely from 2016 onwards. This concluded Gerry s description of this item, and some discussion then took place around the implications this would have for business.

3 3. Companies Bill The Registrar said that the Bill was due to go into the second stage in the Seanad last week, but had been unable to make this target, and has therefore been pushed out until next week. The 17 th June still remains the proposed date for the Committee stage in the Seanad. The Minister is scheduled to table a number of amendments at that stage. The Department advises that it will go into report and final stage in September, it is therefore still as previously advised. It appears likely that September will be the enactment date with a realistic commencement date considered likely in March The Registrar mentioned that some inaccurate information has been issued concerning the bill Gerry Doyle distributed a draft of the new paper B1 form and requested feedback in writing to crowebmaster@djei.ie. He said the form is a work in progress and is being provided to show the format and structure being considered by the CRO to incorporate the changes in the new Bill and the account certifications etc. As it is now running to 12 pages, it was proposed that presenters be given the option to not print out the Explanatory Notes and Claudine undertook to investigate this possibity. 4. Update on Preparations to launch the new Companies Bill CRO URL and communications strategy on Bill. Harry Lester said that we are very much in the content phase of the project, updating all our forms and leaflets. Aoife King from our Publications section has already sent draft forms to our Fora for their consideration. The next phase of the project involves the revision of our website to include a section concerning the new bill. This will be a work in progress which will have more content provided to it over time as the Bill progresses. All forms published will be clearly marked as draft and CRO would be very grateful to get your feedback in writing to crowebmaster@djei.ie. The new URL and website section is expected to be available by the end of June When the bill is enacted that section of the website will become almost a separate sub site. Under this item the Registrar then invited Gerry Doyle to talk through the new B1 form, a copy of which was provided in the information packs. Gerry said that this form was provided as a work in progress which was developed to both take account of the requirements of the new bill and incorporate some changes which will assist in the CRO administrative process. Notable amongst the changes is that for the first time the certification of all account types has been included in the B1 form, and the form includes comprehensive notes included with the text. It is quite likely that these notes will have changed significantly before the form goes live. Gerry said that the opinion of the Fora would be most valuable in considering this form and suggested that any comments be sent to the crowebmaster@djei.ie address. Mr Oliver Holt (Deloitte) queried the issue of Section 5.3 on the companies bill asking whether a special auditors report needed to be filed in respect of Charities. The Registrar confirmed that no special auditors report needs to be filed where they have claimed the audit exemption. Note 5(iii) on our new B1 has been amended to reflect this: This concluded Gerry s update on the new B1 form. 5. E Certificates.

4 Claudine Forrest provided a demonstration of what will be the new electronically certified CRO documents, due to start issuing in lieu of paper certificates over the summer. Electronic certification will initially be applied to search documents on the CRO website and then rolled out to new Business Names. Claudine advised that she is working with the banks in Ireland to ensure they are satisfied and will accept these electronic PDF certificates in lieu of paper copies. This concluded Claudine s update. 6. PDF Accounts Filing. Claudine also dealt with this item saying that there are now two methods when you are attaching PDF accounts and doing the signing: 1. you can either file the B1 electronically and have it generate a new combined B1 accounts certification signature page, attach the PDF accounts within 28 days and get a Director and Secretary to sign the combined sheet and post it in to CRO or 2. there is a workaround for electronic Filing Agents who wish to file the electronic B1 as usual, sign it as an EFA, attach the PDF accounts within 28 days and then they have to manually use the accounts certification template on the back of the manual B1, have the director and secretary sign it and post that into CRO with the e-b1 cover sheet. 7. Updates on E Filing including on switch to.net Claudine Forrest updated the group on E-Filing referring them to the statistics included in their pack. Discussion then turned to the CRO s ongoing conversion of CORE to dot net (.Net) which is an industry standard software product that will future proof the CRO and enable us to address any technical requirements imposed by the Companies Bill, including e signing. Claudine then demonstrated the product to the group, the general opinion was that this was an easier and more intuitive product to use and should simplify the presenter s role in a variety of common filing situations. This upgrade to CORE is intended to roll out in August or September Updates on Enforcement, Insolvency and Restorations. Harry Lester dealt with this item noting the continual increase in the level of new company incorporations was a positive sign and that compliance figures were still very strong. Receiverships continue to reduce and in general the outlook was satisfactory. It is worth noting that under the new bill places of business are being eradicated, the CRO will from the enactment date write out to all the places of business pointing out that from the commencement date they will no longer be registered. They will remain on the register but will have the status of ceased beside their name. Harry concluded his presentation by directing the group s attention to their stats sheet for any further clarification they may require. The Registrar thanked Harry for his update. 9. Beneficial ownership The Registrar mentioned the proposed directive from the EU Commission on anti-money laundering (4 th directive on Anti-Money Laundering). The directive contains a draft Article 29 that centres on obliging Member States to ensure that the beneficial owners in relation to all holdings, companies and trusts are known and that details are made available on a public,

5 central, searchable register. The CRO has doubts as to how such a register could be maintained in an up-to-date and meaningful way. Nonetheless, it appears the directive is nearing adoption. 10. Practioner Issues. The Registrar gave the group the opportunity to raise any practitioner issues but there were none so she concluded the meeting, reminding the group that the next meeting was provisionally set for the last Wednesday in September Mark Donoghue Secretary Accountant s Forum Ph: O1 (804) 5251 or E mail: mark.donoghue@djei.ie 4 th June 2014