Companies Registration Office
General
The Irish Companies Registration Office (CRO) is the central repository of public statutory information on Irish companies and business names. The CRO has a role in enforcing the Companies Acts in relation to company filing obligations.
Please click here to access the CRO website. If you scroll to the bottom of the page and click the sitemap you will find useful detail on the contents of the CRO website.
There are a number of CRO information leaflets available on the website and include explanations on matters including company incorporation, the filing of annual returns, audit exemption and requirements for directors. Please also click here for CRO information on Financial Statements Requirements.
Specific topics
There are several topical areas in relation to the CRO which may be of interest to readers
Requirement for directors to provide PPSNs
The requirement for Irish company directors to provide a Personal Public Service number (PPSN) when filing certain forms in the Irish Companies Registration office came into force on 11 June 2023. The new disclosure requirement is intended to help protect against identity theft. If a director does not have a PPSN but has already been issued with an RBO number from the Register of Beneficial Ownership, then this number can be used as their Identified Person Number on the CRO portal.
For further information on this requirement please use the following links:
Accountancy Ireland October 2022 (charteredaccountants.ie)
TA 02/2023 - Questions and Answers on the provision of PPSNs for directors on certain CRO filings
Click here to access the Corporate Enforcement Authority’s website where there is an information note on the requirement for company directors to provide PPS numbers when filing certain documents .
Please also see here for the CRO’s PPSN – FAQ (cro.ie).
Click here for an Institute news item on the CRO blog post regarding director’s PPSNs during the busy filing period in October 2023.
Filing form B10
In June 2024 the CRO issued a guidance note in relation to The Do’s & Don’ts when filing B10 forms. The guidance note highlights some of the common issues that occur with filing B10 forms and assist presenters to avoid making mistakes when filing B10 forms
Corporate Enforcement Authority (CEA)
General
The Office of the Director of Corporate Enforcement was replaced with the Corporate Enforcement Authority (CEA) in July 2022.The CEA is responsible for promoting compliance with, and investigating suspected breaches of, company law. Please click here to go to the CEA website to access links to information and guides .Detailed booklets are available relating to responsibilities of different stakeholders under the Companies Acts, including company directors, auditors, liquidators, receivers and examiners, and members and shareholders.
Here is an Institute article on the establishment of the Corporate Enforcement Authority.
Readers can subscribe to the CEA newsletter here.
Click here to read the
CEA Inaugural Annual Report published in summer 2024 .You can read the Institute
Technical Round up newsletter dated 21 June 2024 for a summary of case studies in the CEA annual report .
Directors 'duties, questions and answers
The Institute hosted a webinar with Sean Tierney of CEA on 25 March 2025 on "Directors’ duties and responsibilities – what you need to know". Please click for a link to the webinar on Directors’ Duties.
Below are some of the questions and potential answers which were discussed at the webinar.If readers have further questions about the CEA’s work or company law, please click on the FAQ’s on the CEA website – cea.gov.ie CEA-FAQs
Q. If you join as a volunteer director of a charity/not for profit company do you have the same duties as any other director no matter what type of company?
Answer: Yes. Once you sign up as a director you are taking on the very same legal responsibilities as every other director of that company. Types of directors include managing director, executive directors, non -executive directors (not involved in day-to-day management), de facto director or shadow director (these last two are not formally appointed). If legal requirements are not being complied with you are responsible. You cannot plead that you only looked after a particular area in the company such as IT for example. The duties and responsibilities are onerous, and you need to understand what you are signing up to and the risks.
Q. My company has asked me to be a director of a company. I am not involved in the day-to-day operations or decision making. They have assured me that if any issues arise that I would be indemnified via Directors & Officers insurance. Should I seek further protection?
Answer: As stated above, all directors have the same legal responsibilities. Directors’ insurance may cover you when an aggrieved party might sue you. However, if the company is not in compliance with the Companies Acts the insurance will not allow you to escape or avoid those requirements so you could end up being restricted, fined or disqualified. Also, you could end up with a custodial sentence which insurance would not cover.
Q. I am in a US multinational - a company director responsible for preparation of financial statements has failed to prepare the financial statements for 3 years, what should the other directors of the company do?
Answer: They will have to take on the responsibility themselves and come up with a plan and get the financial statements prepared. They must ensure that is done. They cannot abrogate their responsibility and say someone else did not do what they should.
Q. Are all company directors found in breach of company law convicted or are there various levels?
Answer: The Corporate Enforcement Authority tries to take a graduated approach – when a company becomes aware that they are in breach of their statutory obligations and that the CEA is aware of it, the vast majority would tend to put themselves back in compliance. This would be where an offence was not on the serious end of the scale. More serious offences or where it becomes clear the directors are not going to put the company back into compliance can end up in Court and penalties will be imposed. A very small cohort end up in court. Potential restriction or disqualification could have very serious consequences both professionally and personally.
Q. Does the CEA come across shadow directors much in its work? If so, in what context generally speaking?
Answer: essentially if proceedings are taken in court a court would determine whether or not a person is a shadow director. It is up to the judge on the day to decide after examining the facts. A complainant may suggest that others are shadow directors – this is not something the CEA decides on, but it is something that would be borne in mind if carrying out an investigation. A case would have to be laid out to the court as to why it is believed that an individual is a shadow director.
Q. When a company has a virtual registered office where are the required documents (e.g. accounts, minutes of AGMSs) legally to be stored?
Answer: All companies must have a physical address for registered office – it may be that the address might be provided by a secretarial service. The Companies Act mentions the registered office of the company, but it also states that it is up to the company to decide where the best location is for the books and records to be kept. E.g. it could be kept at the company’s place of business. The company will decide the most appropriate place.Please click to access further information on a company's registered office on the Irish Companies Registration office website .
Q. What types of companies do not hold AGMs?
Answer: A single member company is not required to hold an AGM. There are procedures to follow which are laid down in company legislation if such a company is not holding an AGM.Click for further information from the Irish Companies Registration Office on Resolutions and Meetings.
Q. Is the information booklet from CEA on company directors free and can it be distributed to our clients ?
Answer: The booklet is free and can be download from the CEA site. Click here for the link to the CEA Directors booklet.
Q. What is the Corporate Enforcement Authority's experience of apartment management companies? Are volunteer directors doing their jobs? What kind of issues arise for these companies?
Answer: Compliance is generally pretty good. It is only a minority of cases where compliance is not being properly done. The CEA does receive reports and complaints that companies are not filing their returns or holding AGMs or incorrect notice is being provided to members. Where CEA gets involved and using its graduated approach the CEA finds that most of these companies would bring themselves up to date and into compliance once they have been contacted by the CEA. If an individual is asked to serve on the board of such a company it is important to understand who else is on that board and what their expertise is and that there is at least one or more people who are well versed with the company law obligations and that AGMs are held etc.
Q. Do the same rules apply to trustees of an unincorporated charity such as a school?
Answer: No, the Companies Acts do not apply to an unincorporated entity. If the unincorporated entity is a charity it would come under the remit of the Charities regulatory body.
Q. When would a potential case move from the CRO to the CEA’s offices? I presume that CRO sends first reminders for outstanding returns?
Answer: There is communication between the two bodies. Generally, somebody would complain to the CRO that a company has not filed for a number of years. Or make a complaint that there is a serious error in accounts which are filed. The CRO would pass the complaint on to the CEA who would commence an investigation.
These pages are provided as resources and information only and nothing in these pages purports to provide professional or legal advice or definitive legal interpretation(s) or opinion(s) on the applicable legislation or legal or other matters referred to in the pages. If the reader is in doubt on any matter in this complex area further legal or other advice must be obtained. While every reasonable care has been taken by the Institute in the preparation of these pages, we do not guarantee the accuracy or veracity of any resource, guidance, information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. The Institute is not responsible for any errors or omissions or for the results obtained from the use of the resources or information contained in these pages.
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