Frequently Asked Questions 2

You can obtain a duplicate certificate on our online portal CORE by entering the company/business name number into the search bar. The duplicate certificate option can be found under the ‘Reports’ tab. The fee for a Duplicate Certificate is €12.

You can order a Duplicate Certificate for the purposes of renewing your liquor licence. Also, Property Services Regulatory Authority applications are required to provide “a certified certificate of incorporation of the company” and, where applicable, “a certificate of business name registration”. We have confirmed with the authority that duplicate certificates orderable from our site are acceptable for these purposes.

Important Notice: Customers who wish to purchase documents by post.
All requests to purchase letters of status, duplicate certificates or any other certified documents by post must be ordered in advance via email using the following address: postalenquiries@enterprise.gov.ie. The CRO endeavours to post all documents within 2 working days of receipt of the request. Please note that emails marked urgent will still be processed in the order in which they are received. Documents that are orderable on Core are not available from this mailbox.

How do I obtain a Letter of Status (Letter of Good Standing)?

You can order this on CORE. This option can be found under the ‘Reports’ tab. The fee is €3.50.

Annual Return – Can I appeal the late filing penalty?

No An appeal can no longer be made. Instead application can be made to the Court for an extension of time to file. Please see Penalty Waiver page.

Annual Return – What is my ARD?

An Annual Return Date (ARD) of a company is the latest date to which an annual return must be made up. The annual return must be filed with the CRO within 28 days of the date to which it is made up. Please see Filing an Annual Return. Please also see Common Errors page regarding filing annual returns.

Annual Return – Am I entitled to claim the audit exemption?

Depending on circumstances, a company may be entitled to claim audit exemption. There are a number of conditions that have to be met. Please see Audit Exemption page for further details.

Annual Return – Can the CRO accept documents submitted by fax or email?

No, a fax copy is not acceptable, as all documents submitted to the CRO must bear original signatures. A pdf cannot be sent via an email either. Financial statements have to be uploaded through a software package/CORE facility for registration. Please also see Common Errors regarding filing annual retuns and Practical Steps page with regarding to submitting documents by post to the CRO.

Annual Return – What if my ARD falls on the weekend or on a public holiday?

Where the 28 day filing period expires on a Saturday, Sunday or public holiday, the 28 day period is extended to the next working day. Please see Filing an Annual Return page for more information on filing a return.

Annual Return – What are the late filing penalties?

A late filing penalty of €100 becomes due in respect of an annual return on the day after the expiry of the filing deadline, which deadline is 28 days after the effective date of the return, with a daily penalty amount of €3 accruing thereafter, up to a maximum penalty of €1,200 per return. This penalty is in addition to the standard filing fee of €20 per return. See also Missed Deadline page.

Annual Return – Can I change my ARD?

Yes, an ARD can be altered and may require the submission of an additional form to the annual return, depending on the circumstances. Please see required steps for Extending an ARD, or bringing an ARD forward and Information Leaflet 23.

Annual Return – When must my first annual return be submitted?

The first Annual Return Date (ARD) is the date which is six months after the date of incorporation. An annual return must be submitted, however, no accounts need be attached to this first return. Second and subsequent ARDs will fall on the anniversary of the company’s first ARD, unless the company elects to change its ARD, and accounts are required with these returns. An ARD can be extended to a later date but only in particular circumstances. See Extending an ARD.

Annual Return – Can I change my ARD with my first return?

Yes. However Form B73 should not be filed with a company’s first annual return (made up to the date which is 6 months post-incorporation, no accounts attached) as such filing shortens the timescale within which accounts have to be filed by the company – for example a company incorporated on 10 February 2017 is due to make its first annual return (without accounts) up to 10 August 2017.

On filing this return, its next annual return date becomes 10 August 2018. If the company files a B73 with its first return, however, it creates a new ARD, being the date nominated by it on the B73, and accounts will have to be attached to its second return which can be made up to 10 February 2018 at the latest.

Annual Return – Did the 2017 Companies Accounting Act change the citation of the 2014 Companies Act?

No. The Act of 2017 is separate from that of the 2014 Companies Act and the two acts are not to be read together as one. The citation would only change where there is a specific mention in the Act itself.

Dissolution – Do I need to file my annual return after I’ve submitted my application for Voluntary Strike-Off?

No. Provided all outstanding annual returns are filed before the complete application for voluntary strike-off is received, no further returns are required to be filed with the CRO. For example, where a company’s Annual Return Date is 30th September and a complete application for voluntary strike-off, that satisfies all the requirements set out above, is received and registered on 10th September, the annual return due to be made up to 30th September is not required to be filed.

However, please note that in order to qualify for voluntary strike-off, a company must be up to date with its annual filing requirements as at the date it lodges with the CRO an application for voluntary strike-off which application satisfies all the requirements set out above. This means that in the event that a voluntary strike off application does not comply with any of these requirements and is returned to the presenter, that company will have to ensure that it is up-to-date with its annual return filing requirements as at the date it re-lodges an application which does satisfy all CRO requirements.

Dissolution: Do the company’s liabilities become the liabilities of the officers on dissolution?

No. Pre-dissolution liabilities of a company remain as liabilities of the company following its dissolution. Since a dissolved company does not have legal existence, however, the company is required to be restored to the register, in order for a creditor to maintain proceedings in respect of a liability incurred by that company or to enforce a judgment obtained against that company prior to its dissolution. Strikeoff and dissolution of a company does not retrospectively remove the protection of limited liability from that company.

If a company is struck off but the business continues to trade and to incur liabilities post-dissolution, such trade is made in a personal capacity by the individual(s) running the business as the company has no legal existence at the date on which the liability is incurred. It is however possible to restore a dissolved company to the register within 20 years of its dissolution following strikeoff. The Act provides that on restoration, the restored company is deemed to have continued in existence as if it had not been struck off. Where a company is struck off and dissolved and the business continues post-dissolution, the officers and/or members of that company are in a position to apply to have the company restored to the register and if restored, the benefit of limited liability will be retrospectively conferred in respect of the activities of the company for the duration of the period when it was not on the register.

There is one exception to this – section 742 Companies Act 2014 allows for an ‘alternative order’ to be made whenever a company is restored by the High or Circuit Court pursuant to section 738 of the Act, which order can make officers of the company liable in whole or in part for any debt or liability incurred while that company was dissolved. It is necessary for a creditor to attend the restoration hearing and to apply for such order to be made by the Court hearing the restoration application. When a company is administratively restored within 12 months of dissolution via section 737 Companies Act 2014, the company is deemed by the Act to have continued in existence as if its name had not been struck off, and there is no possibility of having an ‘alternative order’ made.

Dissolution – Am I entitled to seek voluntary strike-off?

A company can seek voluntary strike-off but only in particular circumstances and following submission of certain information. Form H15 must be completed. Please see Voluntary Strike-off for more details.

Dissolution – How do I dissolve a company?

A company can be dissolved following Liquidation or following strike-off, which can be either Voluntary Strike-off or Involuntary Strike-off. Voluntary strike-off requires that a company have no assets or liabilities and be up-to-date with their annual returns

Restoration – How do I restore a company?

The restoration of a company is dependent on the means that the company was dissolved. A company that has been struck off the register can be restored within 20 years of the dissolution. Restoration can be made in one of two ways depending on the amount of time since dissolution – Administrative Action or by Court Order.

A company that has been dissolved following a completed liquidation can have the dissolution declared void, only within 2 years of the dissolution, by court order.

Mortgages – How much is it to file a charge or a satisfaction of charge?

In the case of a company incorporated in the State:

Form C1 (Application to register particulars of a charge in the State), Form C3 (Particulars of a charge subject to which property has been acquired) are filed with the CRO within 21 days of the creation of the charge. Filing fee €40. Form C1a (first stage of two stage procedure) has a fee of €40. C1b (second stage of procedure) has no fee.

In the case of a company incorporated outside the State and which has an established branch in the State: · Form F8 (particulars of a charge on property in the State created by a company incorporated outside the State), Form F9 (particulars of a charge subject to which property in the State has been acquired). F8a (first stage of two stage procedure), F8b (second stage of procedure).

Forms C6 (full satisfaction) and C7 (partial satisfaction) are filed where the charge has been satisfied. Satisfactions have filing fees of €15. See Mortgages page for more details.

Mortgages – How do I register a change in the lender details?

The CRO register of charges records “the persons entitled to the charge” as one of the mandatory items specified in section 414 Companies Act 2014.

In the event that there is a change in the identity of the lender under a registered charge during the lifetime of that charge, it is possible to have the details of the person entitled to the charge amended on the CRO register by submitting Form C17.

CRO having received the foregoing, will be in a position to amend the “Person Entitled” details on the register in respect of the charge concerned.

Restriction – Can I act as director of guarantee company while restricted?

No. A director cannot act as a director of a company limited by guarantee where they have been restricted under section 842 of the Companies Act 2014. Where a person is restricted, they cannot act as director or secretary of any company which is limited by guarantee and not having a share capital as such companies are unable to fulfil the minimum capitalisation requirements. – the nominal value of the allotted share capital of the company shall in the case of a public limited company, be at least €500,000, or in the case of any other company, be at least €100,000.

Liquidation – Who can be liquidator to a company?

The acts state rather who can’t be liquidator to a company – please see Winding Up page for further details. There are no formal qualifications necessary to be a liquidator of a company.

Liquidation – Is it possible to stop the liquidation and begin trading again?

A company can return to Normal status and recommence trading but only following an order of the High Court. Please see Winding Up page for further information.

Liquidation – Does the company continue to submit annual returns when it is in Liquidation?

No. Once the company has been placed in Liquidation, the returns of the liquidator are submitted each year – forms E3, E4 etc depending on the type of liquidation. Liquidation submissions have filing fees of €15 each.

What are the authentication requirements for a statutory declaration that has to be made abroad?

Ireland is party to the EC Convention, Council of Europe Convention and the Hague Convention. Please see the Statutory Declaration page with regards to requirements for authentication of Irish forms being sworn abroad.

Liquidation – What if my Form E1 is ineffective?

If ineffective, the company is deemed to be in a Creditors Voluntary Winding Up rather than a Members Voluntary Winding Up, and would necessitate application to the High Court . Therefore it is important to file the document correctly. Please see Declaration Page.

Registers – Where can I see if a director is disqualified?

The information available here is an extract from the Registers of Disqualified and Restricted Persons, which are updated regularly.

Other Registers available: The Auditors Register can be searched online. The list of the partnerships on the Register of Limited Partnerships is also available.

It is also possible to search for Society/Union Details

View RFS Search Facility. It is now possible to search online (by name) for a particular society or trade union. You are able to see a list of documents that have been filed against the society/union. Once you click on a particular society or union, you will see its number, address, entity type (whether friendly or industrial & provident society or a trade union), the date of registration and current status.

Statistics – Where can I get forms leaflets or statistical information?

Please see: Forms for Companies and Business Names and Forms for the Registry of Friendly Societies.

Information leaflets are also available. Statistics can be obtained from the Companies Annual report available on the Corporate page. The CRO cannot provide any statistical analysis on behalf of a member of the public. The CRO Gazette details some of the documents registered in the CRO on a weekly basis as well as strike-off lists.

Online Filing -How do I file online and what documents can I file?

Increasingly forms can be filed online with the CRO. We hope to expand the number of documents that can be filed online in the future. Currently the most popular types of form – B1, B2, B10 and G1 can be filed online at https://core.cro.ie as well as applications to register a business name. Please see E-Filing Frequently Asked Questions regarding CORE.

The first page of Frequently Asked Questions deals with the difference between companies and business names and registration requirements for both.