Can High Court rectify out of time filings in the CRO ?
One of the nightmare scenarios that any practitioner faces is failing to file documents in the Company’s Office within the prescribed time.
A very recent case came before the High Court where an accountant had overlooked the filing of documentation under Section 4 under what is known as a summary approval procedure relating to a proposed reduction in share capital.
The Court was asked to make an Order declaring that the proposed reduction in share capital should be sanctioned as if the filing was made in the Company’s Office on the basis that this was just and equitable to do so.
In considering whether the Court should do so the Court took into account the following factors in deciding that it was just and equitable:
1. That all other requirements of the summary approval procedure were complied with.
2. The shareholders of the company did not object.
3. The Declaration by the Directors of Solvency was a protection to creditors.
4. The failure to file was due to inadvertence rather than any other reason.
5. The company remained solvent.
In a separate case of Wee Care Limited -v- CRO, the company had filed a full set of financial statements even though it was only required to file abridged financial statements. It brought an application to replace the full set with the abridged version as was required .The application was ultimately heard by the Court of Appeal which noted that the filing of abridged accounts was optional, and the company was perfectly entitled to file statutory financial statements and by so doing it didn’t in any way render the statements defective or in breach of its company law requirements.
The Companies Act is an extremely detailed and comprehensive Act, but it very often provides the answer to questions which Directors of Companies may have in relation to complex matters of law.
If you require any advice in relation to any of the matters referred to in this article or any other company Law matter, please don’t hesitate to contact Brendan Dillon or Conor White on 01-2960666.