The start of each year is often a time in which directors and business owners pause to assess where their business currently stands and what areas are in need of attention.
For many SMEs, that review will include company law compliance checks. Not just because something has gone wrong down the line, but because small gaps that go unnoticed can often quietly escalate over time as the business grows, changes direction or takes on new clients or staff.
In practice, the majority of compliance issues don’t come to surface from intentional failures. They are more commonly a result of missed deadlines, outdated registers or even filings that no longer reflect the company’s current operations. January provides a valuable opportunity for business to address those issues before they become costly or even disruptive later on in the year.
Our team here at Dillon Solicitors have put together a practical overview of the key company law priorities that all Irish SMEs should start to consider as 2026 starts to unveil, based on current law and regulatory guidance.
Statutory filings and registers: getting the fundamentals right
For most companies, compliance starts with ensuring that statutory filings and registers are accurate and up to date.
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Annual returns and CRO filings
Every company with a presence in Ireland has a mandatory requirement to file an annual return with the Companies Registration Office through CORE, using Form B1. The return must be delivered within 56 days of the company’s annual return date (ARD). A company’s ARD is a fixed date and not automatically linked to the financial year end, which can frequently catch directors off guard especially in cases where it hasn’t been reviewed for some time.
Late filing triggers automatic CRO late filing penalties and can also have further consequences. In particular, failure to file on or before the deadline can affect a company’s ability to claim audit exemption, an issue that continues to be closely monitored by the CRO following regulatory updates in recent years.
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Beneficial ownership obligations
The majority of companies are required to maintain accurate beneficial ownership information and file it with the Register of Beneficial Ownership (RBO). Newly incorporated companies generally have five months from the date of their incorporation to register their beneficial owners.
It is also very important to remember that beneficial ownership is not a one-off filing. Any changes to ownership or control, such as share transfers, new investors or even internal reorganisations must be reflected on a timely update for the register. Due to the businesses landscape being fast paced, these updates can easily fall behind and build up if responsibility hasn’t been clearly assigned.
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Internal statutory registers and records
In addition to external filings, companies must keep internal statutory registers, including registers of members and directors whilst also documenting key decisions.
A useful test in order to check for compliance is to ask whether the company could easily evidence how a particular decision was made, or if they’d be able to present who owns the business if asked by a bank, investor, or regulator. If the answer is no, a tidy-up is likely overdue.
Governance and decision-making as businesses evolve
As SMEs grow, governance arrangements that were once seamless can easily become outdated and strained. This is particularly common in owner-managed and family businesses, or in cases where shareholders are also employees or directors.
Director duties apply regardless of the size of company and directors are expected to act in the best interests of the company’s their duty ensure the company complies with its statutory obligations. In situations where decision-making is an informal or undocumented process, it’s not uncommon for disputes to arise later due to lack of documentation, especially if relationships change or external investment is introduced.
January is a good time to review whether:
- board meetings and key decisions are being properly recorded
- roles and responsibilities at director level are clearly understood
- there is sufficient separation between personal and company matters
Addressing these issues early can help reduce the risk of any misunderstanding or disputes as the year progresses.
Shareholders, investment and future planning
For those companies with more than one shareholder, it’s always worth revisiting whether existing shareholder arrangements remain fit for purpose.
Shareholder agreements often only reflect the circumstances of the business at the time in which they were drafted. As the company develops, provisions surrounding decision-making, share transfers, funding or exit arrangements may no longer correlate to the company’s commercial reality. Whilst planning in January for the coming year, these issues frequently come to the surface, particularly where growth, succession planning or even simply a potential sale is being projected.
Early legal input can help identify whether updates are needed before tensions arise or opportunities are missed.
Contracts and commercial risk
Another common compliance blind spot for SMEs is contract management. Over time, businesses may rely on outdated terms, informal arrangements, or legacy contracts that no longer reflect current operations.
The start of the year is often when companies review suppliers, renegotiate pricing, or expand into new markets. These changes can expose weaknesses in existing contractual arrangements. Reviewing standard terms and key commercial contracts can help ensure that risk is allocated appropriately and that the business is protected as it grows.
Sustainability and EU-driven developments
While many Irish SMEs are not yet directly subject to the EU Corporate Sustainability Reporting Directive (CSRD), developments in this area continue to have indirect effects. Ireland has implemented measures that delay CSRD reporting obligations for certain categories of companies following the EU’s “stop the clock” adjustments.
Even when a company is not currently in scope, sustainability reporting requirements may still persist through customer demands, supply chain questionnaires or tender processes. Coming to terms with how these obligations have the potential to affect your business in the mid-term allows directors to plan accordingly rather than being left to react last minute under pressure.
A practical January checklist for 2026
For directors who are looking for a precise starting point, these following actions are always recommended to start the year:
- confirm the company’s ARD and diarise the 56-day filing window
- ensure annual return preparation is underway in good time
- check that RBO filings accurately reflect current ownership
- review internal registers and governance records
- identify any planned changes during 2026 and consider whether the legal framework supports them
Taking time to address these matters before it’s too late in the year can help to reduce risk whilst freeing up management’s time in order to stay focused on growth rather than compliance issues later on.
For advice or guidance on company and commercial legal matters, contact our team on +353 (0)1 296 0666 or email info@dillon.ie.
