Under Section 343 of the Companies Act 2014, an annual return is a legal requirement for all companies that are registered in Ireland. The annual return must be filed with the Companies Registration Office (CRO) each year including the first year of registration of the company.
The annual return is made by completing the ‘Annual Return Form – B1’ and filing this with the CRO. This must be completed within 56 days of the Annual Return date of the company. Supporting Financial Statement are submitted with the B1.
What happens if you file the Company return late?
- There is an automatic late filing penalty applied by the CRO of €1,200.00.
- The company can lose the audit exemption for a period of two years.
- The CRO can issue enforcement proceedings against the company, including involuntary ‘Strike Off’ proceedings.
What can you do?
There is provision under the Act, under S343(5), for the granting of an Order in the District Court allowing the company to make a late annual return filing. It is important for companies, their Directors and Secretaries to be aware that this Order may only be made once by the District Court.
The reason for the company missing their annual return must be set out in an Affidavit. This Affidavit and accompanying Notice of Application are sent to the CRO and upon review the CRO can furnish a ‘Letter of no objection’. These are sent to the District Court for filing and issuance and when a date in court is given, a solicitor or barrister can apply in court for the extension of the annual return date.
The company now has a new date by which all outstanding annual returns must be filed with the CRO. It is important that companies have their annual returns prepared at the date of the application, to enable them to file ASAP with the CRO.
Why is this important for you and your Company?
The law is clear, and the court has reaffirmed that an annual return extension can be made once and only once under S343. When making an application under this Section, the legal practitioner must be attentive to the upcoming annual return deadline for the company. They must be aware of the timeline of the court dates being provided for hearing and be mindful that if the date given is going to be post the most recent return that is due then this must also be included in the Notice of Application.
The affidavit sworn by the Director or Secretary of the Company must be accurate, affirming that it is the first time such an application is being made, and it must not be misleading to the Court.
If you have any further queries please do not hesitate to contact Simone Murray on 01 296 0666.
