Financial Year End Date
Under Section 288, Companies Act 2014, the Financial Statements attached to a company’s first full annual return (ie with Financial Statements) must cover the period from incorporation and must not be for a period longer than 18 months. Each subsequent financial year begins on the date immediately after the last financial year end date and must be for a period of no more than 7 days shorter or longer than 12 months.
Companies are reminded that the 2014 Companies Act provides a number of methods for moving an ARD date and for aligning ARDs and financial year ends (FYE's). Please note that alteration of the FYE date will apply to future returns being submitted.
These include the following:
- under section 346(1), a company may file its annual return early and indicate on the Form B1 to change its ARD to the date that the B1 is made up to,
- under section 346(2), a company may (once in every 5 years) move its ARD forward by up to 6 months by filing a Form B73 with an on-time Form B1 (please remember that there can be no more than 9 months however, between the ARD and the financial statements that are attached to the subsequent form B1 - eg you cannot create a gap of 12 months between a new ARD and the financial statements being attached),
- under section 356(5), a company that is a member of a group may align its ARD with its holding company or other subsidiaries by filing a Form B78A with the CRO, with no 5 year restriction,
- under section 288(4), a company may, once in every 5 years, alter its financial year end by filing a Form B83 with the CRO, subject to the new financial year not exceeding 18 months. The 5 year rule does not apply where the company is a subsidiary or holding undertaking of another EEA undertaking.
Please note that section 288(1), CA 2014, specifies that a company's first financial year begins upon incorporation and ends on a date no more than 18 months after that date. This gives a company the flexibility to use their first full annual return (required to be filed no later than 18 months after incorporation) to file financial statements for a period shorter than 18 months in order to achieve the desired ARD / FYE combination, bearing in mind that the ARD cannot be more than 9 months after the financial year end.
Fixing of Length of Financial Periods
A company may, by filing a Form B83 with the Registrar (filing fee: €15), apply to alter (ie shorten or lengthen) its current or its previous financial year end date which will then become its Financial Year End date for the future.
Form B83 cannot be accepted by the Registrar of Companies:
- if the effect of the notice would result in a financial year in excess of 18 months or
- where the period for delivering financial statements to the Registrar for that previous financial year has expired.
- if the alteration would result in a gap in the periods covered by the company's financial statements
- if the alteration would result in a company not filing an annual return in a given year
- if the new B83 notice is made less than 5 years after a previous B83 notice.
With regards to point (v), there are exemptions to the 5 year rule under section 288(10) Companies Act 2014 for a subsidiary undertaking or holding undertaking of another EEA undertaking if the new financial year end date specified coincides with that of the other EEA undertaking or where it is being wound up or where the ODCE have directed the change be made (applications may be refused as the ODCE's power is discretionary).
CRO requires companies to strictly adhere to the requirements of the Act that financial years must not exceed 18 months for the first financial year and 12 months (give or take 7 days) for subsequent financial years (unless the company files a Form B83 to alter its financial year end).