20
Nov
We have summarised six things that every company director should know about the requirements of filing documents with the CRO.
- Every company, whether trading or not, must file an annual return at the CRO not later than 28 days from its statutory annual return date (ARD). A company director must ensure that an annual return on behalf of the company is delivered to the CRO. The annual return (Form B1) is a document setting out certain prescribed information in respect of the company. This document has to be filed with the CRO annually, regardless of whether or not the company is trading.
A company’s annual return is required to be made up to a date every year which is no later than the company’s ARD and to be filed with the CRO within 28 days of the date to which it has been made up.
A new company’s ARD is the date that is six months from its date of incorporation. The first annual return is required to be made up to that ARD.
Where financial statements (accounts) are required to be attached to the annual return, the return filing deadline is either:
• the company’s ARD plus 28 days or
• the company’s financial year-end plus nine months and 28 days, whichever is the earlier.
All annual returns have to be completed online. It is not possible to file a paper submission. Companies have to upload their financial statements as a pdf and pay the filing fee for the B1 online as well.
- In almost every case, financial statements must be attached to that return; the financial year end of those financial statements must be no earlier than nine months before the date of the return.
Generally speaking the documents required to be attached to the annual return 1, are:
• a copy of the balance sheet*;
• a copy of the profit and loss account*;
• a copy of the directors’ report; and
• a copy of the auditor’s report.
The financial statements marked * are required by law to be audited 2 and to cover the period:
• in the case of the first annual return to which financial statements are annexed, since the incorporation of the company, and
• in any other case, since the end of the period covered by the financial statements annexed to the preceding annual return filed with the CRO, and must be made up to a date not earlier by more than nine months than the date to which the annual return is made up.
1 Note that certain exemptions from these requirements are available to micro-sized and small-sized companies as defined by the Companies Act 2014, Chapter 1A, Sections 280A-280H Part 6.
2 Unless the company is a company which is entitled to the audit exemption and claims it.
- Where returns are not filed on time, a substantial late filing penalty must be paid and further enforcement actions may be pursued by the CRO. Returns which are filed late (i.e. more than 28 days after the effective date of the return) with the CRO incur a substantial late filing fee, in addition to the standard filing fee of €20. The late filing fee is €100 with effect from the expiry of the company’s filing deadline, with a daily late fee of €3 accruing thereafter, up to a maximum of €1,200 per return.
The following enforcement options are open to the CRO in respect of non-filing of annual returns:
- Prosecution
The CRO prosecutes companies and their directors for failure to file annual returns on time. Companies and directors may receive a conviction in respect of each year that annual returns are outstanding. Failure to file is a category 3 offence. A director with three such convictions may be disqualified from acting as a director or having any involvement in the management of any company.
- Court injunction
Where a notice calling upon a director to comply with a statutory provision under the Companies Act has been served on him/her and 14 days have elapsed since the date of service, but the breach of the provision continues, application may be made to the High Court by the Registrar of Companies or the Director of Corporate Enforcement (“the Director”) for an order directing compliance by a defaulting director with the statutory provision in question within such period as the court may specify.
- Strike off
Any company which does not file its annual return in respect of any one year is liable to be struck off the register and dissolved. On dissolution, any assets will vest in the Minister for Public Expenditure and Reform by operation of law, and the protection of limited liability is lost from the date of strike off.
A late return also disqualifies the company from claiming the audit exemption in respect of the financial statements attached to the next two year’s annual returns, even if the company meets all other qualifying criteria for the audit exemption in respect of the financial years covered by the financial statements attached to both returns.
- Reminders and other important notices are sent to companies at their registered office as notified to the CRO. If the address is wrong you may not become aware of important information regarding your company.
Every company is obliged to have a registered office within the State, which cannot be a P.O. Box number.
It is most important that the details of a company’s registered office are kept up-to-date with CRO, and that the company’s post be collected regularly from that address. All official communications with the company are issued to the company at its registered office. This includes strike off notices and annual return reminders. Any change of registered office should therefore be notified to the CRO without delay following the change.
Please note that if a company has in fact changed its registered office, but has not notified the CRO of the change, any document left or sent by post to the address currently recorded by the CRO as the company’s registered office is deemed by law to have been left at or sent by post to the registered office of the company, notwithstanding that the situation of its registered office may have changed.
5. Certain forms – in particular a change of address and change of director or secretary – must be filed. Online notification of changes to registered particulars is free, secure and quick.
6. It is the responsibility of each director to ensure that his or her company is not in breach of the Companies Act.
The Companies Act 2014 expressly states that it is the duty of each director of a company to ensure that the company complies with the requirements of the Companies Act 2014.
(a) Other CRO filing requirements
A company director must also ensure that the following changes of information in relation to the company are notified to the CRO.
Change in:
- locations of company’s statutory registers
- memorandum and articles, including authorised capital
- particulars in relation to its directors and/or secretary
- if director becomes disqualified in foreign jurisdiction after appointment
- issued share capital
- authorised capital (increase)
(b) Notification of termination of a directorship to CRO
A company is obliged to notify the CRO within 14 days of any change among its directors or of any particulars concerning its directors (i.e. change of address).
Where there has been breach of this obligation, the company and every officer of the company shall be guilty of an offence.
If you require any help with the filing of documents to remain compliant with legislation as required by the Companies Act 2014, contact TriPro on 094-9027426 or e-mail us at [email protected].