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Are solicitors reluctant to file B1 annual returns with the CRO

  • 17-04-2020 12:55pm
    #1
    v638sg7k1a92bx
    Closed Accounts Posts: 2,913 ✭✭✭


    Genuine question. We have clients who engage solicitors to look after due diligence around investment and issue of shares. Solicitors generally file the form B5 and stock transfer forms and maintain the register of members. But when it comes to filing the B1 annual return, they're reluctant to do so and say it outside of their scope. It would make sense for the lawyers to file this as they prepare all the documentation.

    What's the reason for not doing so, is it purely from a risk perspective?


Comments

  • #2
    ezra_
    Registered Users, Registered Users 2 Posts: 1,363 ✭✭✭ezra_


    Tara Cool Tether wrote: »
    Genuine question. We have clients who engage solicitors to look after due diligence around investment and issue of shares. Solicitors generally file the form B5 and stock transfer forms and maintain the register of members. But when it comes to filing the B1 annual return, they're reluctant to do so and say it outside of their scope. It would make sense for the lawyers to file this as they prepare all the documentation.

    What's the reason for not doing so, is it purely from a risk perspective?

    B1 relates to the annual return, an accountant should be handling it.

    Would you get your accountant to prepare a court submission?


  • #3
    v638sg7k1a92bx
    Closed Accounts Posts: 2,913 ✭✭✭v638sg7k1a92bx


    ezra_ wrote: »
    B1 relates to the annual return, an accountant should be handling it.

    Would you get your accountant to prepare a court submission?

    Who says it can’t be done by a solicitor and where does is say it has to be done by an accountant?


  • #4
    capefear
    Registered Users, Registered Users 2 Posts: 783 ✭✭✭capefear


    Some of the solicitors we deal with have cosec departments in their firms who file b1’s and the likes and charge far bigger fee then most accountants would charge.


  • #5
    Fruks
    Registered Users, Registered Users 2 Posts: 34 ✭Fruks


    Tara Cool Tether wrote: »
    Who says it can’t be done by a solicitor and where does is say it has to be done by an accountant?

    Form B1 is the annual financial statements for the company. It is an accounting document and a solicitor is not qualified to complete it. Stock transfer forms are legal document dealing solely with the legal title to ownership in shares. Completely different types of document.


  • #6
    v638sg7k1a92bx
    Closed Accounts Posts: 2,913 ✭✭✭v638sg7k1a92bx


    Fruks wrote: »
    Form B1 is the annual financial statements for the company. It is an accounting document and a solicitor is not qualified to complete it. Stock transfer forms are legal document dealing solely with the legal title to ownership in shares. Completely different types of document.

    No, the B1 annual return confirms the directors and shareholders. The financial statements are attached to the B1 but there is no formal qualification required to file a B1, in fact, *Accountant* is not even a protected term.if a solicitor is filing the B5 allotment of shares, share transfer forms and maintaining the register of members they are perfectly paced to file the B1 which is effectively the register of members...


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  • #7
    v638sg7k1a92bx
    Closed Accounts Posts: 2,913 ✭✭✭v638sg7k1a92bx


    capefear wrote: »
    Some of the solicitors we deal with have cosec departments in their firms who file b1’s and the likes and charge far bigger fee then most accountants would charge.

    What kind of business are you in?


  • #8
    Fruks
    Registered Users, Registered Users 2 Posts: 34 ✭Fruks


    Tara Cool Tether wrote: »
    No, the B1 annual return confirms the directors and shareholders. The financial statements are attached to the B1 but there is no formqualification required to file a B1, in fact, *Accountant* is not even a protected term.if a solicitor is filing the B5 allotment of shares, share transfer forms and maintaining the register of members they are perfectly paced to file the B1 which is effectively the register of members...

    You’re right that you’re not required to be an accountant to prepare a B1 - if you’re a company director you could just prepare it yourself if you’re brave enough. However,


  • #9
    Fruks
    Registered Users, Registered Users 2 Posts: 34 ✭Fruks


    Tara Cool Tether wrote: »
    No, the B1 annual return confirms the directors and shareholders. The financial statements are attached to the B1 but there is no formal qualification required to file a B1, in fact, *Accountant* is not even a protected term.if a solicitor is filing the B5 allotment of shares, share transfer forms and maintaining the register of members they are perfectly paced to file the B1 which is effectively the register of members...


    Insofar as you say that the B1 is effectively a register of members that’s completely incorrect - it’s a filing of a ‘snapshot’ of the financial position of the company at year end, at a basic level.


  • #10
    v638sg7k1a92bx
    Closed Accounts Posts: 2,913 ✭✭✭v638sg7k1a92bx


    Fruks wrote: »
    Insofar as you say that the B1 is effectively a register of members that’s just not correct - it’s a filing of a ‘snapshot’ of the financial position of the company at year end, at a basic level, and requires computation of financial performance over the last 12 months.

    Sorry but I don't think that is correct. The B1 is the form that documents the directors, secretary and shareholders at a point in time i.e. the day the form is filed. The statutory financial statements is a separate document which is attached to the B1 when it is filed. In terms of completing the B1, there is no financial information on this form other than the shareholding. So if the lawyers are maintaining the register of members, on the day that the B1 is to be filed surely they are able to complete the B1 if they have all the information available to them.

    In most cases where we deal with solicitors who are responsible for the Co Sec, they file the B1 and upload a pdf of the accounts which are provided to them by the accountants (or directors)


  • #11
    CIARAN_BOYLE
    Registered Users, Registered Users 2 Posts: 14,599 ✭✭✭✭CIARAN_BOYLE


    I find it much more normal for the accountant to file the b1.

    Where I see solicitors do it they tend to charge disproportionately high fees to do it.

    I also find it more normal for accountants to file b5s and stock transfer forms but it's not uncommon for solicitors to do it too. As I'm an accountant myself I tend to see it from my own perspective.


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  • #12
    v638sg7k1a92bx
    Closed Accounts Posts: 2,913 ✭✭✭v638sg7k1a92bx


    CIARAN_BOYLE wrote: »
    I find it much more normal for the accountant to file the b1.

    Where I see solicitors do it they tend to charge disproportionately high fees to do it.

    I also find it more normal for accountants to file b5s and stock transfer forms but it's not uncommon for solicitors to do it too. As I'm an accountant myself I tend to see it from my own perspective.

    Not for tech companies that are doing rounds of investments. This is nearly always done by lawyers.


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