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.
New Companies Act
Please Note: From 1st June 2015, the Companies Acts 1963 to 2013 will be repealed completely and replaced by the Companies Act 2014. This new Act will introduce some different procedures and company models. All of the CRO forms will also be replaced. From June only the new versions of the forms will be accepted. See New Act section of the website.
Section 3 and 4 of the Companies (Miscellaneous Provisions) Act 2013 commenced on Monday 10th March 2014. This Act removes the requirement for accounts documents filed with the CRO to include handwritten signatures of Directors, Auditors etc and instead requires that the signatures appear in TYPED form on each document. For more information, please see Filing Accounts Electronically
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).
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.
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 that is 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.
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.
The accounts to be annexed to the company's annual return are required:
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 company's 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.
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.
An annual return can be completed online using www.core.ie. 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.
Filing a B1 Online (0.37 MB, Adobe PDF)
Returns which are filed late with the CRO incur a substantial Late Filing Penalty.
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.
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.
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.
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.
When a B1 is purchased, if a separate shareholders list is associated to this, it can be provided on request to firstname.lastname@example.org
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
Electoral Amendment Political Funding Act 2012
This Act was signed into law on 6/11/2012. One of the provisions of this Act reduces the amount threshold for disclosure of political donations made by a company, society or trade union on an annual return form completed by a company, society or trade union. With effect from 7/11/2013 the threshold for this disclosure has been significantly reduced from €5,079 to €200.
Companies, societies and trade unions making an annual return up to a date on or after 7/11/2013 are required to disclose in that return all political donations in excess of €200 in the aggregate which were made by the company, society or trade union, as applicable, during the period covered by the annual return.
Companies, societies and trade unions making an annual return up to 6/11/2013 or earlier are required to disclose in that return all political donations in excess of €5,079 in the aggregate which were made by the company, society or trade union, as applicable, during the period covered by the annual return.
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 accompanying 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.
Copyright 2015 Public Office Address: Companies Registration Office, Parnell House, 14 Parnell Square, Dublin 1 Phone: +(353 1) 8045200
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