CRO Integrated Enforcement Environment (IEE)
This is the webpage relating to the Integrated Enforcment Environment (IEE) Leaflet. The IEE has been in place since 2004.
Enforcement Measures for Overdue Returns
Annual returns which are filed late with the CRO incur a late filing penalty of €100 with effect from the expiry of the company’s filing deadline, with a daily penalty of €3 accruing thereafter, up to a maximum of €1,200 per return.
In addition to the late filing penalty, the Registrar of Companies is empowered under law to take a number of enforcement measures in respect of those companies that file late. However, a number of companies are repeatedly paying late filing penalties and therefore, the severity of the enforcement measures employed by the CRO in respect of a company relate directly to that company's annual return filing compliance history in respect of the two most recent years.
"Firm but fair" is the guiding force behind the IEE and the four underlying principles are:
- Proportionality: We will meet non-compliance with an appropriate enforcement response, the severity of which is related to the compliance history of the company.
- Consistency: The IEE will ensure that companies are not left out of an enforcement process in which they should be included. We will also take a similar approach in similar circumstances.
- Transparency: We will ensure company directors understand what is expected of them. This will include making clear why we intend to, or have taken enforcement action.
- Targeting: We will make sure that effort is directed primarily towards those companies that repeatedly breach their filing requirements.
The range of enforcement actions to which a company is exposing itself, in the event that it does not deliver this year's annual return on time (together with any other annual return that may be outstanding), is as follows:
High Court Order
Under section 371 of the Companies Act 1963, the Registrar is empowered, after the expiry of a period of 56 days following the issue of a notice to a company and/or its directors, if the outstanding annual return(s) has/have not been filed at the end of that period, to apply to the High Court for:
- an order directing the company and any officer thereof to make good the default within such period as the court may specify
- an order directing that the costs of and incidental to the application be borne by officers of the company responsible for the default.
Furthermore, this measure may be used by the Registrar to secure the filing of an outstanding return, notwithstanding the prior conviction of the company or its directors for non-filing of annual returns, in the event that any return remains outstanding post-conviction of the company or its directors.
Under section 66(1) of the Company Law Enforcement Act 2001, a defaulting person or company must, within the period of 21 days following the issue of a notice of on-the-spot fine by the Registrar to that person or company:
- Remedy the default by filing the outstanding annual return(s), and
- Make to the Registrar a payment of the amount set out in the notice.
The defaulting person/company will be prosecuted if the terms of the on-the-spot fine notice are not complied with within the 21-day period.
Prosecution of Companies and Directors
Companies and directors of companies who fail to file an annual return with the CRO may be prosecuted under section 125 of the Companies Act 1963. Upon conviction, the maximum penalty for each offence is €2,500. A director who has received three such convictions may be disqualified from acting as director, or having any involvement in the management, of any company.
Involuntary Strike Off
A company, which fails to file an annual return in respect of any one year, may be struck off the register and dissolved. In the event that a company has an annual return outstanding, one statutory warning only is required to be issued by the CRO to the registered office of the company.
The protection of limited liability will be lost with effect from the date of strike off and any assets of the company will vest in the Minister for Finance by operation of law on dissolution of the company.
Furthermore, the Director of Corporate Enforcement (ODCE) may apply to the High Court for an order pursuant to section 160 of the Companies Act 1990, as amended, disqualifying the company's directors from acting as director, or having any involvement in the management, of any company, together with an order for the legal costs incurred by the ODCE in bringing such an application and the costs incurred by that Office in investigating the matter.
Because of the emphasis on the latest return, the inclusion of a company in the list for enforcement action need not concern any company that files on time in the current year. However, if a company does not file its current return on time, the nature of the enforcement measure which will be employed will be determined by reference to the company's compliance with its return filing obligations in previous years.
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