Under Section 288(1) CA2014 the first set of financial statements must be from the date of incorporation and can be up to 18 months in length. This allows the company flexibility to choose their desired financial year end. Each subsequent financial year of the company must begin with the day immediately after its previous financial year end date and must be 12 months plus or minus 7 days in length.
However, from time to time it may be necessary to change the company’s financial year-end by either shortening or lengthening the period covered by the financial statements. A company may once every five years choose to change its current year-end or its previous year-end, there are limited circumstances where the 5-year rule does not apply.
Section 288(10) of the Companies Act 2014 sets out the criteria for where the 5-year rule may be dis-applied:
(10) Subsection (9) does not apply to a notice given by a company—
(a) that is a subsidiary undertaking or holding undertaking of another EEA undertaking if the new financial year-end date specified coincides with that of the other EEA undertaking, or
(b) that is being wound up, or
(c) where the Director, on application to him or her by the company, directs that it shall not apply.
The CEA may also direct that S.288 CA2014 does not apply.
In order to change its year-end each of the following conditions must be met by the company:
- The Form B83 may not be filed less than five years after any previous B83 was filed. Unless the company meets the criteria set out in S288(10)CA2014,
- The Form B83 must not result in a financial period of greater than 18 months,
- The B83 will only be accepted where the period for delivering the financial statements for the previous year has not expired. Therefore it must be submitted before or within 56 days of the current ARD or the return made up to date if submitting it early. A B83 cannot be accepted when the 56 days from the ARD have passed,
- There cannot be a gap in the period covered by the company’s financial statements, and
- The alteration must not result in the company not filing an annual return in a calendar year.
How to file a B83?
- The Prescribed form for the change of year-end is a B83,
- This may be delivered to the CRO via a paper submission, please note in future this may become an online CORE form,
- The forms must be submitted to the CRO before the financial statements are due to be delivered to the CRO. i.e. before the annual return for that period is due to be filed.
- You must state the new financial year end and indicate if this relates to the current or previous year-end date
- If appropriate, indicate if the company is changing its year-end due to any of the following reasons
- Section 288(10)(a) Companies Act 2014 - The company is a subsidiary undertaking or holding undertaking of another EEA undertaking and the new financial year end now coincides with that of the EEA undertaking.
- Section 288(10)(b) Companies Act 2014 - The company is being wound up.
- Section 288(10)(c) Companies Act 2014 - Direction from Director of Corporate Enforcement.
- No other documents are required to be annexed to the return.
- The form must be signed by a current company officer, Director or Secretary.
- The filing fee is €15.00 paid via PAF or cheque.
- The form should be submitted to the CRO office in Carlow via post.
Prior to filing a B83 form consideration should be given to the timing of the Annual General Meeting of the company as no more than 15 months may elapse between the date of one AGM and the next, an AGM must also be held in each calendar year. The company’s annual return date may also need to be updated to allow for the maximum time to file the annual return and financial statements with the CRO. A review of this process can be found here.
If you would like to discuss any of the above with a member of our team please contact 0539100000.
The contents of this article are meant as a guide only and are not a substitute for professional advice. The author/s accept no responsibility for any action taken, or refrained from, as a result of the material contained in this document. Specific advice should be obtained before acting or refraining from acting, in connection with the matters dealt with in this article. The information at the time of publishing was accurate and could be subject to final changes.