Many companies in Ireland will have a financial year end of 31st December. Under company law the accounts should be filed in the CRO with an Annual Return (Form B1) on an Annual Return Date (ARD) not more than 9 months after the financial year end. Most companies in Ireland will have a financial year end of 31st December. This means a large portion of Irish Companies will have an annual return date of 30th September. So with annual return filing season upon us it is important to make sure you have considered all the relevant factors.
When should I file?
A company must file an annual return in every calendar year. The CRO issues every company with an annual return date on incorporation. Unless the date is changed by the company, this is the date on which the annual return must be made up to each year. The company has 28 days from the ARD to file the annual return and accounts. If filing the annual return electronically the company has a further 28 days to file the accounts at the CRO. It is worth noting the “nine month rule” and making sure that companies have the optimum annual return date to allow for the maximum amount of time for the preparation of the company’s accounts.
What should I file?
The CRO require the annual return to be filed on the Form B1, with the details regarding the registered office, directors, shareholders, share capital etc. as prescribed on the form. The appropriate accounts and certificates, depending on company size and relevant exemptions should be annexed to the form B1.
How should I file?
While it is still possible to file the annual return and accounts in paper format, the CRO has incentivised electronic filing. The accounts can actually be filed up to 11 months after the financial year end if the electronic filing procedure is maximised. The CRO has now made it possible for both the annual return and accounts to be filed electronically. Section 3 and 4 of the Companies (Miscellaneous Provisions) Act 2013, commenced on Monday 10th March 2014. This Act removes the requirement for accounts documents filed with the CRO to include handwritten signatures of Directors, Auditors etc. and instead requires that the signatures appear in TYPED form on each document. The CRO has offered the following guidance on certification of electronically filed accounts:
“Where accounts with typed names only are delivered to the Registrar, the Act requires them to be certified by a Director and Secretary of the company, in either electronic or written form, stating that each of the accounts documents annexed to the annual return is a true copy of the original.”
What happens if I don’t file?
The CRO will charge a penalty for late filing starting at €100 from the first day the accounts are late, increasing at a rate of €3 per day thereafter, up to a maximum of €1,200 per late return. If a return is filed late any entitlement to audit exemption will be lost for both the relevant financial year and the next financial year. The CRO may also initiate enforcement proceedings against the company and its directors, including fines, Section 371 proceedings and strike off.
How can OmniPro help?
- We can advise on the optimum ARD for each company and where possible arrange for the prescribed date to be altered in line with this.
- We can provide guidelines on filing requirements for individual companies and groups of companies and assist with the implementation of non-disclosure structures.
- We can prepare and file the annual return on behalf of your client and assist with preparation of the necessary board meetings, AGMs and EGMs in the case of companies with Section 40 issues i.e. where the net assets of the company are half or less than half the called up share capital.
Head of Company Secretarial,
OmniPro Corporate Consultants
Unit 3, South Court,
Wexford Road Business Park,
t: 059 9183888