Company secretaries and others involved in compliance work for companies need to be aware of certain important annual compliance deadlines for companies in their charge. Failure to comply with the obligations can lead to prosecution and fines for the companies and officers in default and, for officers’ disqualification as directors and, imprisonment. In addition, the relevant company could be struck off the register of companies and thereby cease to exist (although restoration is possible). This briefing highlights a number of the more important annual obligations.
Annual Return Date
Do you know your company’s annual return date (“ARD”)? This information can be located on the Companies Registration Office’s (“CRO”) website by entering your company’s name here.
Companies are required to electronically submit their Form B1 annual return (the “B1”) within 28 days of their ARD. The associated financial statements (where applicable) must be electronically uploaded to the CRO within 28 days of the date of electronic submission of the B1 and, following this, the original signed B1 signature page must be filed with the CRO.
For example, if a company’s ARD is 30 September 2019, the B1 must be electronically submitted by 28 October 2019 and, if filed on this date, the financial statements and B1 signature page filed with the CRO by 25 November 2019.
If a company is late in filing its B1, late-filing penalties will start to accrue against the company from the first day late. These penalties start at €100 and increase at a rate of €3 per day. If the company is entitled to avail of an audit exemption, the company will also lose such entitlement for the following two years. Persistent failure to file an annual return on time may result in a company being strike-off listed, and/or action taken through the courts against the company and/or its directors.
If a B1 is returned by the CRO for any reason, this will be returned in electronic form and a notification sent to the email address supplied at the time of filing. Failure to take required remedial action and re-submit this B1 within 14 days of return will lead to it being deemed late.
The first financial statements of a company must be prepared for a period not exceeding 18 months from date of incorporation. Each subsequent financial period must not exceed 12 months (give or take 7 days). In general, it is only possible to change a financial year end once every 5 years.
Financial statements should be approved by the directors, signed, and laid before the members at an annual general meeting (“AGM”) within 9 months of financial year end (or sent to members where an AGM can be dispensed with). If a company wishes to claim dormant company audit exemption, the directors of that company must resolve to do so within the financial year in question, and record this decision in board minutes of that company.
Directors of every public limited company (other than an investment company) and of certain1 limited, designated activity, and guarantee companies are required to include a directors compliance statement in their Directors’ Report. Directors of in-scope companies must confirm that the company has drawn up a compliance policy statement on its relevant obligations and has put in place appropriate structures to secure material compliance with those relevant obligations. Those compliance structures must also be reviewed on an annual basis.
An AGM must be held within 18 months of incorporation and thereafter one must be held in every calendar year, with not more than 15 months elapsing between each.
An LTD or a single member DAC, ULC or PLC may avail of the option to approve the business of the AGM by means of written resolution, provided such resolution is completed and signed prior to the latest date for the holding of the AGM. If holding a physical AGM, it is necessary to give 21 ‘clear’ days’ notice of an AGM (unless the consent of all the members and the auditors are obtained to holding this at shorter notice).
The EU (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019 (the “Regulations”) require Irish companies (with limited exceptions) to establish an internal beneficial ownership register, detailing therein the natural person(s) who met the test set out under the Regulations as its beneficial owner, or if no such natural person(s) met this test, detailing the directors of the company therein as ‘Senior Managing Officials’. Details of the test criteria can be found here.
There is an additional obligation on each company to obtain and hold the PPS numbers (Irish social security number) in relation to any persons entered on this register that hold a PPS number, or if such person(s) do not hold a PPS number, to obtain a Central Register of Beneficial Ownership (RBO) Transaction Number for such persons.
The Regulations have also facilitated the establishment of a Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies (the “Central Register”) which opened on 29 July 2019, and requires all in-scope companies incorporated prior to 22 June 2019 to file their beneficial ownership information with the Central Register by 22 November 2019. Companies incorporated since 22 June 2019, and going forward, must file their beneficial ownership information with the Central Register within 5 months of incorporation. Further information is available here.