The Annual Return is undoubtedly the form we all think of when we think of the CRO, along with the incorporation of your company it is how the CRO and public view your company. It is a snapshot in time of the company information.
The Companies Act 2014 defines an Annual Return as: a return that, in accordance with the provisions of this Part, has to be made by a company to the Registrar in respect of successive periods as determined in accordance with those provisions.
The Companies Registration Office (CRO) defines the annual return as: an electronic document setting out certain prescribed company information which is required to be delivered by an Irish company, whether trading or not, to the CRO.
Why does my company have to file a return?
All companies registered in Ireland are required to file an Annual Return whether it is trading or non-trading.
The Annual Return 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.
What information do I have to disclose:
The following information must be declared on the B1 form:
- Company Name and Number
- Registered Office Address
- Company email address (used for CRO correspondence)
- Company Size (e.g. Micro, Small, Medium or Large, this determines accounts preparation framework and filing requirements)
- Directors and Secretary information (Including, Name, Address, Date of Birthand Occupation)
- Details of any other directorships held by the officers of the company
- Shareholders (any share transfers that have occurred since the previous return was filed, as share transfers are only recorded with CRO on B1’s)
- Share Capital (Authorised and Issued Shares)
- A new requirement introduced in June 2023 is that all directors of the company must provide their Personal Public Services Number (PPSN) or Identified Persons Number(IPN). This will not be available for view by the public or the CRO officers. Further information on the PPSN/IPN requirement can be found here.
When to file an Annual Return?
The first return must be filed 6 months post incorporation and this sets the Annual Return Date (ARD) for the company annually thereafter unless the annual return date is altered on a B1B73 form in the future.
The return must be filed within 56 days of the companies ARD, this includes uploading all relevant attachments (e.g. financial statements), completing the signature pages and making the relevant payment. If your companies ARD day 56 is due on a Saturday, Sunday or public holiday, the CRO will allow the return to be filed on the next working day.
Typically ARD’s are 9 months post financial year end as this is the max period allowed. An example of the companies ARD and filing deadline can be seen below.
The annual return may be filed early by the company if they wish but they must file at least once in every calendar year. If the company chooses to file the return early they can choose to either move the anniversary of the ARD to the new date or retain the anniversary of the current ARD.
What do you have to file with the return?
Financial Statements are not required to be annexed to the first 6 month return. The first set of financial statements will be filed with the second annual return unless a B1B73 is filed in its place.
Companies are also required to annex to the return its financial statements, overall certificate, consolidated financial statements or Section 357 declaration. There are some exemptions to filing the accounts of the company but these are in very limited circumstances. E.g. Unlimited Companies who do not have a subsidiary or parent company who at any time during the year was a limited company may file claim an exemption to filing financial statements.
Under Section 288 CA2014 the first set of financial statements must be from the date of incorporation and can be up to 18 months in length and after this they must be 12 months plus or minus 7 days in length.
How to file an Annual Return?
- The Prescribed form for the Annual Return is a B1.
- This must be delivered to the CRO by electronic means; CORE or through an approved software package.
- The return should be submitted in full to CRO within 56 days of Companies ARD
- PPSN/IPN of the directors to be submitted
- This should be verified with the DEASP before submitting the return if there is any doubt over the directors registered name, PPSN or date of birth to avoid the return being rejected on this basis
- Accounts/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
- The standard filing fee is €20.00 paid by CORE account or via Credit/Debit Card.
What are some common issues or errors encountered when filing the Annual Return?
- Incorrect email address (this will be used for CRO correspondence)
- Company Size
- The Accounts will not upload – must be PDF and less than 5mb in size
- Inserting the incorrect financial year
- First full annual return must be from Date of Incorporation to maximum 18 months (Section 288 CA2014) each subsequent financial year must start on the day immediately following the previous period end 12 months + or – 7 days in length
- N.B. of leap years.
- Non-EEA Resident Director
- Directors residency defaulting to being Non-EEA resident
- At least one Director must be EEA Resident unless you have Section 137 bond in place or a Real and Continuous Link with Revenue in place
- Not completing the filing in time
- Not allowing sufficient time to arrange for the director and secretary to sign the B1
- Accountants using the 56 days past the ARD as time to complete their accounts
- Not Completing the Payment
- This is a separate stage on CORE after the signature page is uploaded and must be completed or the return will be regarded as being late
What are the consequences of not filing your annual return?
Failure to file the returns can have severe consequences for the company as it will lose its auditexempted status if applicable and will also have to pay a let filing fee of €100 on the first day and €3 per day after up to €1,200 per return. Under Statutory Audit Act 2018 which became effective on 21 September 2018, audit exemption will be lost for the following two ARDs.
A Company that does not file their annual return may enter involuntary strike off the consequences of such are very serious for a company that is still trading, this includes:
- The assets of the company become the property of the State on dissolution of the company;
- Following strike-off of a company, it ceases to exist as a legal entity as and from the date on which notice of its strike-off is published in the CRO Gazette. The date of this publication is the date on which the company is dissolved pursuant to the Companies Act 2014.
- The protection of limited liability is lost with effect from that date, and if the business formerly carried on through the company is continued, the owners are trading in their personal capacity;
- Banks should be unwilling to lend money to an entity which has, effectively, ceased to exist;
- There can also be unpleasant consequences for directors of such companies in that a disqualification order may be made against them by the High Court on the application of the Corporate Enforcement Authority.
The officers of the company will also be guilty of a category 3 offence and may be liable to prosecution.
What can we do now to ensure that our filing is made on time and accurately?
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.
Directors and company officers should also 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.
Directors should apply for their IPN with the CRO if they do not have a PPSN.
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.
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.
We would strongly encourage you to not leave filing your return to the last day as we consistently see during the peak filing periods the CRO’s systems are unable to handle the large volume of returns being filed and this can lead to errors and issues with filings.
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 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.