Companies are obliged to submit public statutory information and records to the Companies Registration Office, Ireland (“CRO”). The majority of submissions are available for public inspection on the Register. It is a criminal offence pursuant to section 242 of the Companies Act 1990 to knowingly or recklessly notify false information to the CRO on statutory forms. However, oversights, human errors and misinformation may result in the delivery of inaccurate information or records to the CRO. In these cases, a company should consider the methods available to rectify the Register.
Inspections are conducted on statutory forms submitted to the CRO. Nonetheless filings which superficially appear to be correct may be accepted by the CRO in good faith and registered accordingly. If the CRO detects an inaccuracy prior to registration of the form, the CRO will return the form to the Company for correction.
With the exception of one limited circumstance, the Companies Acts 1963-2012 do not permit the Registrar of Companies to administratively alter the CRO Register, or to authorise amendments to be made to registered documents, or finally, to expunge registered submissions from the Register.
The CRO acknowledges that it is important for correct company information to be available on the Register of Companies, Ireland. Given this, the CRO commonly register replacement submissions for certain submissions. However, as the CRO cannot alter the Register, in such cases the original incorrect submission will remain on the Register and the replacement submission must be marked as a replacement “in lieu of” the original submission.
The High Court
Rectification is a remedy whereby a court orders an alteration in a written document to reflect what it ought to have said in the first place. The High Court has authority to order rectification of the CRO Register including the replacement of an incorrect submission with a correct one. The Court Order must be lodged with the CRO in order for it to be implemented. In these cases, the incorrect submission will be removed but the Court Order will be made available on the Register and the details of the correction will be public.
Onus Is On The Company
In cases where statutory forms that contain erroneous information have been submitted and subsequently registered with the CRO, the forms cannot be removed from the Register unless a High Court Order is obtained by the Company.
It is important to note that the CRO has neither the power nor the capability to verify the content of statutory forms. The onus is on the company and its officers to ensure that all statutory submissions to the CRO are fully completed and contain accurate and up to date information.