This is the webpage relating to the Integrated Enforcement 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:
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 797 Companies Act 2014, the Registrar is empowered, after the expiry of a period of 14 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:
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 874 Companies Act 2014, 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:
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 under section 343 of the Companies Act 2014 may be prosecuted under section 865 of the Companies Act 2014. Failure to file constitutes a category 3 offence. 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 under section 842(f).
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 Public Expenditure and Reform by operation of law on dissolution of the company.
Furthermore, the Corporate Enforcement Authority (CEA) may apply to the High Court for an order pursuant to section 842 Companies Act 2014, 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 CEA 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.
Copyright 2023 Public Office Address: Companies Registration Office, Bloom House, Gloucester Place Lower, Dublin 1. Phone: +(353 1) 8045200
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