Recently, an announcement was made by the Minister of State for Trade Promotion, Digital and Company Regulation, Dara Calleary TD, urging companies to take early action on filing of company annual returns with the Companies Registration Office (CRO) as the September ARD deadline of November approaches.
‘’This is particularly important this year with the implementation of the requirement for PPS numbers to be provided for company directors… If the information provided does not match the information recorded by the Department of Social Protection when the PPS number was allocated to that individual, the filing of the annual return will be rejected. Those who delay filing until the deadline and who have encountered difficulties with PPS matching may not have sufficient time to remedy the situation.’’
All companies registered in Ireland are required to file an Annual Return whether it is trading or non-trading. The form B1 sets out certain prescribed information about the company as at the date it is made up to. There is an obligation on the company officers (Directors and Secretaries) to ensure that the annual return is filed with the Companies Registration office.
With effect from June 2023, Section 35 of the Companies (Corporate Enforcement Authority) Act 2021 provides PPS numbers must be provided for company directors when submitting forms to the CRO relating to the incorporation of new companies, the filing of annual returns and notifying changes of company directors or secretaries. Directors who do not have a PPS number can apply to the CRO for an Identified Person Number (IPN) and use this number as an alternative to the PPS number.
This announcement comes following yearly trends showing a significant number of companies leaving their filing of Annual Returns to the latter part of November. Approximately 80,000 companies will be required to file by 25 November deadline this year. However, as 25 November falls on a Saturday, the effective deadline is Monday, 27 November.
What should companies do in advance to ensure efficient and timely filing?
- Directors and company officers should make their accountants and filing agents aware of any changes in the company structure since the last annual return as some changes such as share transfers are not recorded in the CRO until the B1 is filed. Accountants should engage with their clients to ensure that they receive all the accounts information in a timely manner to allow sufficient time for accounts preparation.
- Directors should confirm their information with the DESP and communicate with their accountants or filing agents if there is any difference with their name, PPSN or date of birth and consider filing a B10 before the annual return date if necessary.
- In cases where individuals use a version of their name (for example, Irish version) as a company director which differs from that registered with the Department of Social Protection, then the latter version should also be provided on the annual return form (form B1).
- Company Secretaries and officers should consider if the company is required to hold a Directors Meeting before the ARD to approve the accounts. They should also consider whether there is a requirement to hold an Annual General Meeting of the company.
What does the company need to do in order to file their Annual Return?
The Prescribed form for the Annual Return is a B1 which must be delivered to the CRO by electronic means; CORE or through an approved software package. The standard filing fee is €20.00 paid by CORE account or via Credit/Debit Card.
The return should be submitted in full to CRO within 56 days of the company's ARD. If your company's ARD 56th day is due on a Saturday, Sunday or public holiday as noted above for this year the CRO will allow the return to be filed on the next working day.
- Financial Statements/other required documents must be uploaded as a PDF when filing the B1 to obtain a signature page.
- The form must be signed by 2 company officers, 1 Director and 1 Secretary (cannot be the same person).
- The CRO cannot accept digitally signed documents, and this must be “wet” signed and scanned as a PDF for upload.
- There is the option for an Electronic Filing Agent (EFA) to sign on behalf of the company under section 35 Companies Act 2014 by filing Form B77
If you require any assistance with your Practice’s annual return filing, please feel free to contact OmniPro’s Corporate Consultants team directly on 053 91 000 00 or organise a call back at https://omnipro.ie/outsourced-company-secretarial/