Following a nearly 5-year moratorium on late annual return enforcement, the CRO have recommenced strike-offs with an initial batch of 200 warning letters to companies with outstanding annual returns

As a refresher, under section 726 of the Companies Act 2014, the Registrar may institute strike off procedures where:

• the company has failed to make an annual return
• where the company receives notice in writing from Revenue that the company has failed to deliver a statement (Form 11F CRO) which it is required to deliver under section 882 Taxes Consolidation Act 1997
• the Registrar has reasonable cause to believe that there is no EEA resident director or bond in place
• the Registrar has reasonable cause to believe that no liquidator is acting where one is required
• the Registrar has reasonable cause to believe that the affairs of the company are fully wound up and that the returns required to be made by the liquidator have not been made for a period of 6 consecutive months
• there are no persons recorded in the office of the Registrar as being current directors of the company
• failure of a company to deliver the details of the registered office of the company
• where no secretary of the company is recorded on the Register of Companies
• and failure of a company to notify the Registrar of Beneficial Ownership of certain information in relation to the beneficial owner of a company

It is the policy of the CRO to issue non-statutory reminder emails/letters to non-compliant companies. Following this the strike off process will commence with the issue of the statutory strike-off notice. If the remedial steps in the Notice are not taken the CRO will commence enforcement action and issue a strike-off notice to the registered office of the company.

The most common ground for strike off is often that of the late/missed annual returns and those companies who then enter involuntary strike off.

What options are available to your company if they have a late or missed annual return?

For those companies who choose to file their late annual return, a missed or late Annual Return will result in an automatic penalty of late fees which increases daily, and may result in loss of Audit Exemption if they have more than one year outstanding. An initial fee of €100 will be applied the day after the filing deadline, with an additional €3 fee for each day passed. The late fees are capped at €1,200.00 for each Annual Return. 

The alternative option available to you is a Section 343 application.

What is the process of a ‘S.343 application:

• The company has missed its annual return date.
• The directors or agent engage OmniPro to prepare the Notice of Application and Affidavit.
• The affidavit must be sworn in front of a practising solicitor.
• The Notice of Application is lodged with the District Court and the Affidavit is lodged with the CRO.
• The appeal is heard by a District Court judge, and it can either be granted or rejected.
• If granted, the company is given an extension that allows it to file the annual return that otherwise would have been late. All late filing fees and any audit requirements that were imposed due to late filing of that annual return are also waived.
• If the previous annual return was filed late, then the audit requirement will still apply.
• When the order has been granted, it will be lodged with the CRO as soon as possible, and in advance of the annual return. This order grants an extension to file the annual return and sets out the date by which the financial statements must be filed.
• Once the order is filed, the accounts and form B1 must be filed within the specified timeframe. This can be as many as eight weeks after the court date, but the applicant should check as each order can be different. A B1 form must be filed with a filing fee of €20.
• The company saves on late fees and two-year audit requirement.

How does a 343 Application benefit the Company?

If the extension is granted for the company, the late filing fees will be quashed, and the Audit Exemption status will be returned to the company. The company is usually given 28 days from the passing of the order to file the outstanding returns with the Companies Registration Office.

If you would like to discuss any of the above with a member of our team, please contact a member of staff at 0539100000.

The contents of this article are meant as a guide only and are not a substitute for professional advice. The authors 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.