Increased enforcement to drive corporate compliance in 2023

Enforcement against non-compliant companies will be a key focus for 2023, according to a recent article in the Business Post by Mazars director of Corporate Secretarial & Governance Services, Sarah Colfer.

Involuntary strike-off proceedings were paused during the pandemic. “However, it has been indicated that these proceedings will start again this year. This would see any companies that have not kept up to date with their annual return filings receiving notices that the Registrar of Companies will strike them off the register if action is not taken to rectify their status,” she said.

“The Registrar of Beneficial Ownership also actively pursues companies that have not completed the required filings notifying their ownership structure.”

Separate from this, Section 35 of the Companies (Corporate Enforcement Authority) Act 2021 will also be commenced in the coming months. Colfer said that this will require directors to provide their PPS numbers when filing certain forms at the Companies Registration Office. Colfer noted that clarity is still required around those directors not resident in Ireland and without a PPS number.

“This is likely to highlight instances where a director has more than the permitted 25 directorships under the legislation, but also reduce the incorporation or continuation of fraudulent companies – something that is under the watchful eye of the Registrar of Companies and the integrity unit at the Companies Registration Office.”

By hiring an external specialised company secretarial provider, companies benefit from the experience and the insights gained by those providers and their teams of experts, said Colfer.

“It frees up the company’s internal resources to focus on day-to-day tasks and the organisation’s core business. By outsourcing compliance, you are ensuring that matters are attended to in a timely manner by a team and organisation where compliance and its importance is at the forefront of their operations and not a bolt-on to someone’s already busy workload.”

“At Mazars, we are always available to assist our clients with queries as they arise throughout the year, we’re always happy to help with any guidance or suitable solutions as needed.”

“We offer the usual compliance services around annual returns and approval of a company’s financial statements,” she said. “We also assist companies with various updates that may be required – this includes changing a company’s registered office, its officers, the constitution or even a company’s name.”

Mazars has a team of experienced professionals that are available to provide board support services to clients. “To us, board support services can cover preparation for, and attendance at, board meetings to note the minutes, providing support to new directors at the onboarding stage and assisting with the development of terms of reference or board procedures for the organisation.”

“We work with organisations to ensure that they are maintaining appropriate corporate governance standards. For example, the Companies Act 2014 codified directors’ duties for the first time. At Mazars, we help directors to understand those duties through induction training and ongoing support as they fulfil their role as a director.”

“We also provide regulatory, compliance and legislative updates as they go live.”

In addition to these ongoing services, Mazars helps organisations that are looking to the future, whether that is the possibility of a restructuring within the group, an investment round or a sale of the business to a third party.

“In some of these cases, a corporate health check is the first step. Once we have completed this we can, with the assistance of our colleagues, work with them to get achieve their goals.”

Colfer said that corporate secretarial service providers have invested in technology and systems that allow them to monitor and meet deadlines. “In Mazars, we use entity management software for the maintenance of the statutory registers and the completion of compliance filings for our clients’ companies.”

“We have also developed inControl, a system that allows our international clients to monitor global compliance deadlines across their group and to assess the status of each of those matters in real time.”

Mazars recognises that non-compliance has a huge impact on its clients’ reputation and on the trust placed in them by their stakeholders. “With that in mind, we work to ensure that we give advance notice of compliance deadlines and work with them to ensure that filings are submitted correctly and on time,” she said.

This article appeared in the Business Post.