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Filing an Annual Return

An annual return (Form B1) is required to be delivered by a company, whether trading or not, to the CRO once at least in every calendar year.

Link to:  Forms        Link to: Filing Fees       Link to: Information Leaflets

Annual returns and accounts - SEND BACK LETTERS

Where an annual return is sent back by CRO for correction or for fees, Section 249A, Companies Act 1990, requires that the errors/omissions must be corrected and a fully compliant document delivered to the CRO within 14 days.

If a fully compliant document is not delivered to the CRO within 14 days, the original document will be deemed not to have been delivered to the Registrar. The re-submitted document will then be treated as a fresh submission, potentially resulting in the company incurring late filing penalties and losing any entitlement to claim audit exemption for two years.

NEW VERSION FORM B1 - (APRIL 1st 2011)

The current version of the form B1 - annual return for an Irish company - was introduced on 1st April 2011. This form has some minor changes to the old form and also includes an area for the Auditor Registration Number. Please see New Form B1 Page regarding some of the changes.

On the Form B1 a list of the current directors and the secretary details of the company are entered. The share capital and a list of past and present members are also stated on the form B1. The form states whether the company is audit exempt/the auditor registration number of auditor signing the accompaning auditors report and also whether the Annual Return Date is being changed.

On the list of Past and Present Members, where a member of the company is itself a dissolved company, this fact should be disclosed on the form. It should be noted that the member is dissolved and the fact that the assets are now vested in the Minister for Finance (under the State Property Act 1954). This remains the case until the dissolved company is restored to the register. If the dissolved company is a foreign company, then the equivalent Governmental body/legislation should be disclosed on the form to demonstrate the true ownership of the shareholding.

Accounts not required with first return

A new company is exempt from the obligation to annex accounts to its first annual return, which return is required to be made up to a date not later than six months from its date of incorporation. It is, however, required to annex accounts to its second annual return, which return is required to be made up to a date not later than 18 months from its date of incorporation, and filed within 28 days.

Many new companies will have difficulty in having accounts ready for filing 19 months post-incorporation. One option available is to extend the Company's second ARD to a later date to obtain the optimum gap of nine months between its financial year end and its ARD. However this would not affect the necessity for the company to hold its AGM within 18 months of incorporation (Section 131 of the 1963 Companies Act) or the requirement to present accounts to its AGM within 9 months of the balance sheet date (Section 148 of the 1963 Companies Act). It is a criminal offence to breach these sections of the act (131 & 148).

Accounts must be audited unless the company is entitled to the Audit Exemption and claims it.

Attached Documents

A checklist of all documents to be attached to Form B1 when filed is contained in the form. In most cases, audited accounts must be attached to the annual return. These accounts must cover a period which ends not more than nine months prior to the date to which the annual return is made up. Accounts must be audited unless the company is entitled to the Audit Exemption and claims it.

Currency

Annual returns must be completed in a legally recognised currency as at the effective date of the return (i.e. they must be completed in euro and not in Irish pounds where the return is made up to 1 January 2002 or later). Accounts for a period ending on 1 January 2002 or later are also required to be completed in euro or in another legally recognised currency as at the company's financial year-end.

Online Filing

An annual return can be completed online using www.core.ieLinks to external website. Please see info leaflet regarding filing. An annual return can also be filed online using a secretarial software package. An annual return can be filed through CORE for €20 which is half the price of filing on paper. You have 28 days from your Annual Return Date to file your return online. You then have a further 28 days from the date you file online to get the signature page, accounts and payment to CRO.

Where an annual return is e-filed but the submission is not completed within the concessionary period of 28 days i.e. the appropriate accounts, signature page and relevant filing fee are not delivered to the CRO, this office reserves the right to block further e-filings of the same submission by the company and may insist on the annual return being filed in hard copy when it is being re-submitted.

pdf logo Filing a form B1 online (0.37 MB, Adobe PDF) 

Obligations in preparing and filing an annual return

The annual return of a company is required to be made up in every year to a date which is not later than its Annual Return Date (ARD).

  • An annual return must be delivered to the CRO not later than 28 days after its effective date. This means that if an annual return is made up to a date earlier than the company's ARD, it should be delivered to the CRO within 28 days after that earlier date.
  • If the 28 day filing period expires on a Saturday, Sunday or public holiday, the 28 day period is extended to the next working day.
  • Where accounts are required to be attached to the return, the filing deadline is either the companys ARD plus 28 days or the company's financial year-end plus nine months and 28 days, wherever is the earlier.

Late Filing

Returns which are filed late with the CRO incur a substantial Late Filing Penalty.

  • A company will also lose eligibility for Audit Exemption if the annual return is filed late.
  • Please see Late Filing Penalty Calculator.
  • Extension of Time to File: If a company requires extra time to file its return, application may be made to the High Court by a company, on notice to the CRO, for an order extending the time for filing of a particular annual return. If granted, this allows the company extra time to file that return before the late filing penalty is incurred.

Requirements for accounts

The accounts to be annexed to the company's annual return are required:

  • in the case of the first annual return to which accounts are required to be annexed to cover the period since the date of incorporation;
  • in any other case, to cover the period since the end of the period covered in the last set of accounts which were filed with the CRO.

The accounts are further required to be made up to a date which is not earlier by more than nine months than the date to which the annual return is made up.

Accordingly, if a company's ARD is more than nine months after its financial year-end, the company cannot retain that ARD and will have to either bring forward its ARD to an earlier date or extend it to a later date. If the companys ARD is less than nine months from its financial year-end, the company may wish to extend its ARD to a later date to obtain the optimum ARD of nine months from its financial year end.

Shareholders lists

We will accept shareholders lists on CD.  They are only acceptable in the following format.

They must be comma delimited .csv files.  They should have columns A-I.

  • Column A - Name
  • Column B - Address 1
  • Column C - Address 2
  • Column D - Address 3
  • Column E - Address 4
  • Column F - Address 5
  • Column G - Address 6
  • Column H - Address 7
  • Column I -  Holding

When a B1 is purchased, if a separate shareholders list is associated to this, it can be provided on request to info@cro.ie

Returns Prior to March 2002

An annual return which is made up to a date prior to 1 March 2002 should be completed on the current Form B1.

An annual return with an effective date prior to 1 March 2002 ought to have been delivered to the CRO within 60 days of the company's Annual General Meeting (AGM) for the year in question. Such return is liable to the late filing penalty from day 78 after the date to which the return has been made up.

For instance, where a company held its AGM on 31 December 2001, the return should have an effective date of 14 January 2002, and ought to have been filed in the CRO by 1 April 2002, accompanied by a set of accounts with an accounting period ending no earlier than 14 April 2001. The late filing penalty is applied to such return with effect from 2 April 2002

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