ANNUAL RETURNS - OCTOBER PEAK

File early and preferably electronically. If you file electronically, you have an extra 28 days from the date of filing to deliver your paper attachments and the fee is only €20. If an Annual Return is filed late, late filing penalties apply and, where applicable, the company also loses its entitlement to claim audit exemption (which cannot be appealed) in the current year and in the following year.

Should you experience difficulties filing your form electronically, help with the content of the form can be obtained from: LoCall 1890-252536* / 059-9178981 / 01-8045394 or eb1@djei.ie

Help with technical or IT issues assistance is available from: 01-8045374 / 01 8045307 / 01 8045355 or electronic_filing@djei.ie.

* Note that the rates charged for the use of 1890 (LoCall) numbers may vary among different service providers.

FILING DOCUMENTS WITH CRO

If posting an annual return to the CRO it should be sent to CRO, O’Brien Road, Carlow. The office in Carlow is for receipt of postal lodgements only and is not a public office. Alternatively, presenters can hand deliver to the CRO's Public Office in Parnell Square where you will be provided with a receipt for your documents.

The Public Office is open from 9.30am. Personal callers are reminded that the queues can be shorter in the Public Office in the morning time and should consider lodging their documents as early as possible to ensure they can be checked and receipts issued on the day.

The Public Office closes at 4.30pm but documents should be delivered before 4pm to ensure they can be checked and stamped and hopefully receipts issued on the day. If not they will issued the following day.

INDUSTRIAL AND PROVIDENT SOCIETY FEES (RFS)

S.I. 363 of 2012 has brought in new fees regulation with effect from Monday 1st Oct 2012. Please note change in fees for Industrial and Provident Society Fees.

BUSINESS SUPPORT - DJEI

For information on a range of supports, both financial and non-financial, that are available to assist companies to grow, improve competitiveness, create employment and improve productivity go to http://www.djei.ie/enterprise/businesssupport.htm.

CREDIT/DEBIT CARD PAYMENTS IN THE CRO 

It is now possible to pay by credit/debit card for lodgements and enquiries in the CRO Public Office. Online credit/debit card options have also been extended and it is now possible to pay for online Business Name applications in CORE by credit/debit card.

CRO has introduced 3D Secure for online purchases and payment of online forms. 3D Secure is a service that has been created by Visa and MasterCard to help guard your credit card against unauthorised use online. 3D Secure works by using a password that you create as your unique online identifier. You will be asked for your 3D Secure Password to validate online credit card transactions with the CRO.

FORM B73 AND COMPANY'S FIRST RETURN

Please note that a Form B73should never be filed with the company's first annual return.

• A company's first annual return is made up to the date which is 6 months post-incorporation, no accounts attached.
• The purpose of a B73 is to extend a company's annual return date (ARD) by up to six months but the only effect that filing a B73 with the first annual return can have is to SHORTEN the timescale within which the company has to file its second annual return (with accounts).

For example a company incorporated on 10 February 2012 is due to make its first annual return (without accounts) up to 10 August 2012. On filing this return, its next annual return date becomes 10 August 2013. If the company files a B73 with its first return, however, it creates a new ARD which cannot be more than six months after the existing ARD (10 August 2012), and the second annual return (with accounts) would then become due on 10 February 2013 at the latest (ie 10 August 2012 plus 6 months). 

SMALL COMPANY EXEMPTION AND AUDIT EXEMPTION

Please consult the CRO website and CRO Information Note No 10 to see the conditions which apply to claiming the small company exemption and to claiming the audit exemption following the passing of the two new Statutory Instruments.

In terms of what has to be filed with CRO, the following is a summary of the position (Note: in respect of the audit exemption, all conditions set out in Sections 32 and 33 of the Companies Amendment (No. 2) Act 1999 must be satisfied):

Small Company Exemption: The increased thresholds for balance sheet total (€4,400,000) and turnover (€8,800,000) may be availed of by any company where its financial year had not ended as at 3/8/2012, as well as where its financial year had ended prior to 3/8/2012 but the company had not yet filed its accounts for that financial year with CRO. The entitlement to the small company exemption falls to be assessed as at the date of filing with CRO of the company's annual return and accounts. For instance, a company with an ARD of 30/9/2012 and financial year end of 31/12/2011, which did not qualify as a small company under the previously applicable thresholds, but since 3/8/2012 comes within those thresholds, may claim the small company exemption when it comes to file its 2012 annual return on or after 30/9/2012 with accounts to 31/12/2011 annexed.

Audit Exemption: A company is required to make the decision to avail of the audit exemption during the financial year in question. It is not possible to avail of the audit exemption retrospectively (i.e. in respect of a financial year which has already ended). The increased thresholds for audit exemption eligibility accordingly apply to financial years which end on or after 7/8/2012, being the date on which the increased thresholds took effect. For instance, a company with an ARD of 30/9/2012 and financial year end of 31/12/2011, which did not come within the previously applicable financial thresholds, but since 7/8/2012 comes within the increased thresholds, may not file unaudited accounts when it files its 2012 annual return with accounts to 31/12/2011 annexed.

B1 - ANNUAL RETURNS AND ACCOUNTS - SEND BACK LETTERS

Where an annual return filed with the CRO is identified as containing errors on receipt, it is sent back to the presenter/company with a Notice served under Section 249A of the Companies Act 1990. Section 249A requires that the errors be corrected and a fully compliant document delivered to the CRO within 14 days after the service of the Notice. If a fully compliant document is delivered to the CRO within 14 days, it will be deemed to have been received in the CRO on the delivery date of the original deficient document. Otherwise, the original document shall be deemed not to have been delivered to the Registrar and the re-submitted document treated as a fresh submission.

Presenters are reminded that where an annual return is sent back for correction, they must deliver a fully compliant annual return to the CRO within 14 days* or risk the original document being deemed not to have been delivered to the Registrar, which could result in late filing penalties and loss of audit exemption.

(*Where annual returns are sent back because audited accounts are required, the corrected documents may be re-submitted within 28 days. Where a company is listed for strike-off, the corrected documents must be delivered before the strike-off date).

For more detail on this matter, and the full wording of Section 249A of the Companies Act, 1990, see Ezine 89 2010. View Common Errors page to see a breakdown of the most common reasons for annual returns to be sent back for correction and possible solutions to prevent these errors.