In response to a large volume of enquiries from the public, CRO wishes to provide the following information regarding waiver of late filing penalties.
Circumstances which DO constitute grounds for late penalty waiver:
The CRO will consider, on case-by-case and on a strictly once off basis, written requests for waiver where circumstances of a genuinely force majeure nature can be demonstrated by the company/presenter to have prevented the submission of an annual return to the Office prior to the expiry of the filing deadline. In addition, the Office does allow waivers on a strictly once off basis to certain types of not-for-profit companies.
A strictly one off late penalty waiver can only be applied for using the following criteria:
A. Force Majeure
- Medical circumstances relating to one of the Directors or very close family member with documentary evidence(letter from GP, on headed paper showing name and contact details) of same showing proximity to Annual Return filing period and how this prevented filing on time.
- Bereavement relating to one of the Directors or very close family member with documentary evidence of same, and showing proximity to Annual return filing period.
NB The above two criteria apply only to the Company Directors/Secretary
- Any other genuine type of force majeure outside of the control of the company or presenter.
B. Not-for-profit companies for the benefit of the whole community and charities
Certain type of not-for-profit companies whose activities relate exclusively to charitable work (including activities in the heritage, cultural, educational or environmental areas) or the promotion of community welfare in their local areas in terms of the provision or improvement of community facilities and amenities.
A not-for-profit company would be a company which specifically provides in its memorandum and articles of association that:
- its profits (if any) or other income will be applied only to the promotion of its objects;
- the payment of dividends to members is prohibited; and
- on a winding up, all the assets which would otherwise be available to its members will be transferred to another company which has the same restrictions in its memorandum and articles.
C. Delay/non delivery of documents posted to the CRO:
CRO receives regular requests from companies to treat annual returns lost or delayed in the post as received on time.
Section 127 of the Companies Act 1963 places the responsibility for prompt delivery of annual returns to the Registrar of Companies on the companies themselves. Therefore, under the law, the CRO cannot grant any concessions in respect of documents which are not delivered to the Registrar on time as a result of being lost or delayed in the ordinary post.
The only circumstances in which such an application will be considered is where the company can provide independent documentary evidence of having posted or dispatched the documents using a form of time guaranteed service, on a date which, under the guarantee, should have resulted in on-time delivery to the CRO, and where the service requires the collection of a signature as proof of delivery.
There are a number of service providers offering time guaranteed delivery services with proof of delivery. For example, An Post's Express Post service offers a guarantee of next working day delivery and requires a signature to be obtained on delivery.
Please note that "certificates of postage" do not meet the criteria of independent documentary evidence of posting using a time guaranteed service.
CHECKING THE STATUS OF YOUR ANNUAL RETURN SUBMISSIONS
The CRO has put in place a number of methods by which customers can monitor the status of their annual return filings using CORE - the CRO online registration environment - and the CRO website. (eg if there is an inordinate delay in the status of a document changing to "received" on CORE, this may indicate that they have been lost or delayed in the post).
Customers are asked to use these methods to monitor the status of their filings and if the status does not change to "received" within approximately 10 working days (15 at peak times) of being posted to CRO, they should take appropriate action.
- 1. Company officers can register on CORE - www.CORE.ie - where a "watch" can be set up on a relevant company to check the status of submissions posted or filed on-line. If you are watching a company in CORE, an event will appear in "My Events" each time a document is received and the status of any document (manual or electronic) changes against a watched company. In addition, an e-mail receipt is sent to the CORE registered user, i.e. the presenter, of all electronically filed documents that are received in the CRO
- 2. In the "What's New" section of the CRO Website, there is a daily update advising of the date of receipt of annual returns being processed on that day - see Processing Dates. Customers should avoid contacting CRO about documents delivered after the processing date given on the website as they have not yet been reached by the processing team.
- 3. Also on the CRO website, presenters can look up details of a company in the Company Search facility. If the company's NARD has moved on to 2014, it means the 2013 annual return has been received and you can view the list of submissions and their status for free.
Please note that all documents are stamped with the date of delivery to the CRO. If the document is fully compliant, or is corrected within 14 days, the original date of delivery will be recorded as the "received date" when the document is entered onto the Register.
Whom to contact:
All requests for the waiving of late fee penalties must be submitted in writing. Please address your request to either of the following people:
Mr. Damien McDonnell or Ms. Fiona Yule, Companies Registration Office, O’ Brien Road, Carlow.
Email enquiries regarding Penalty Waivers can be made in confidence, to the following email address -firstname.lastname@example.org .
Appeals against decisions by CRO staff members relating to late filing penalties may be made to Assistant Registrar, Mr. Harry Lester, CRO, 14 Parnell Square, Dublin 1.
Circumstances which DO NOT constitute grounds for late penalty waiver:
The CRO receives a constant stream of requests for waiver of late filing penalties from companies and presenters which do not meet the criteria specified at A, B or C above and therefore must turned down.
The CRO wishes to point out that NONE of the following grounds constitutes a reason for the Office to waive late filing penalties and the Office never waives penalties on the basis of any of these grounds:
- The company has not traded and will not trade;
- Delays/non-receipt of letters in the post, either to or from CRO; including Annual Return reminders/notifications (please see C above);
- The company cannot afford the penalty;
- The company has an excellent previous filing record;
- Communication breakdown between company and agent/presenter;
- The company is a management company (managing apartment blocks etc.), as these companies, are not for the benefit of the community as a whole;
- The company presenter/accountant failed to file on time;
- There is a dispute between presenter/accountant and the company and its officers;
- Officers of the company did not realise/understand their legal requirement to file;
- e-filed annual returns captured late (outside the 28 day period allowed from the ARD);
- e-filed annual returns captured on time but patch/signature page/accounts delivered late to the CRO (outside the second 28 days allowed after capture);
- Errors/inability to file electronically, unless the problem is a CRO error and this can be shown/proven;
- B73 form filed in error or B1 filed with accounts and B73 form, changing ARD;
- Disputes/communication breakdown within the company;
- Forgot to file, or was unavailable to file on time.
If the company has already received a waiver previously, a second waiver cannot be granted.
Please note that irrespective of whether a company is given a waiver of a late filing penalty, or not, the annual return is still considered to have been filed late. As a result of this, where an annual return is filed late, audited accounts, must accompany this late annual return, and the annual return for the following year. This rule is covered by Section 32(3) of the Companies (Amendment)(No.2) Act 1999, and no derogation of this legal obligation can be given by the Registrar of Companies.
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