What is an Annual Return?

Under the Companies Act 2014 Irish companies are required to file a form B1 Annual Return (the “Annual Return”) accompanied by other requisite documents (typically financial statements) and filing fee (€20 once filed on time) annually with the Companies Registration Office (“CRO”). An Annual Return is a snapshot of certain details of the company as at the Annual Return Date.

When is the Annual Return Date?

Every company has a statutory Annual Return Date (“ARD”) assigned to them by the CRO; this is the latest date in the year that the Annual Return can be made up to.

The first Annual Return must be made up to a date that is the 6 month anniversary of the date of incorporation, and financial statements are not required to be filed with the first Annual Return. The annual anniversary of this date will become the official ARD of the company each year. The next Annual Return will fall due 12 months after the first Annual Return, and financial statements must be filed at this stage unless an exemption applies.

What is the deadline for filing an Annual Return with the CRO?

An Annual Return must be filed electronically no later than 28 days after a company’s ARD. Once the form Annual Return is submitted electronically however, the company is granted another 28 days in order to upload its financial statements (once required), and to sign and submit to CRO the associated signature page.

A company may submit its Annual Return early and still retain its ARD if it ticks the box on the Annual Return to retain its existing ARD. If a company chooses to file its Annual Return at an earlier date, the return must be filed within 28 days of the earlier date (NB, a first Annual Return cannot be submitted early).

If the deadline for delivery falls on a non-working day (weekend or public holiday), the deadline will then move to the next working day after the weekend/public holiday.

What is the process for filing an Annual Return?

From 1 June 2017 all Annual Returns must be completed electronically. The Annual Return can be completed and submitted either through the Companies Registration Office’s (“CRO”) online portal, CORE (www.core.ie), or via a Secretarial Software Package.

For further information on electronic filing, please see our related briefing on the Introduction of Mandatory Electronic Filing of certain Companies Registration Office forms.

What are the consequences of missing the deadline for completion of your Annual Return filing?

Failure to meet the deadline for timely completion of the filing will automatically lead to late filing penalties. A late filing penalty of €100 becomes due on the day after the filing deadline has expired, and a daily penalty of €3 will accrue thereafter, up to a maximum penalty of €1,200 per Annual Return.

Late filing of the Annual Return will also lead to a loss of audit exemption (if applicable) in relation to the financial statements being filed with the Annual Return, and the company will not be able to avail of audit exemption for the financial statements being filed with the Annual Return in the current year that the Annual Return is late, or in the following year, and will be required to file audited financial statements for both years.

If the company persists in its failure to file an Annual Return enforcement measures may be taken by the CRO which may include involuntary strike off or prosecution.