Directors Duties during Receiverships

You may besurprised to know that Directors still have duties during a receivership as a receiver is not an officer of a company and is only appointed over the relevant property of the company.  A receiver has no authority to engage statutory auditors, sign financial statements, or make statutory filings with Companies Registration Office (CRO) on behalf of a company including annual returns or to change a registered office of a company.

Where areceiver has effective control over the company’s funds by virtue of their appointment, some directors have assumed that they cease to have responsibility to appoint auditors and file in CRO; this assumption is incorrect.

Theappointment (and remuneration) of an auditor and filing of accounts and annual returns is a matter for the directors.

However, thereceiver has an interest in keeping the CRO filing up to date and will usually cooperate with the directors in releasing funds to allow an audit to be performed and to file annual returns in CRO.  Failure to file in CRO could delay transfer of title to the property under receivership.

Statutoryfilings should be signed by a director or secretary of the company, or, where the company is in liquidation, by the liquidator of the company.

The onlyexception to this is NAMA appointed receivers – ‘statutory receivers’.

Under theNAMA legislation, statutory receivers have been given power to notify CRO of a change in the registered office of any company over whose property he/she has been appointed as statutory receiver.

Brian Dignam is a Director in OSK. Contact OSK Accountants Dublin today on 01 439 4200 for all your tax and accounting services.

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