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Issue 152 - 5th February 2016


CRO receives regular requests from companies to treat annual returns lost or delayed in the post as received on time.

Section 343(2), Companies Act 2014, places the responsibility on the company itself for ensuring prompt delivery of annual returns to the Registrar.Therefore, where a document is delivered to the CRO after its filing deadline as a result of being lost or delayed in the postal system, the law leaves the CRO with no option but to treat it as being late.

The only circumstance where CRO will consider an application for an exception to be made to this rule is where the company has sent the document using a time guaranteed service on a date which, under the guarantee, should have resulted in on-time delivery to the CRO and where the service provides proof of delivery or tracks the document to its destination. In such circumstances, CRO will require the presenter to provide independent documentary evidence
to support their case and will also take account of our own internal systems for recording the contents of envelopes delivered using a time guaranteed service.

There are a number of service providers offering this type of delivery service. For example, An Post has confirmed to CRO that EXPRESS POST offers a guaranteed next day delivery service with tracking facilities within the State.

However, An Post makes it clear that REGISTERED POST DOES NOT GUARANTEE NEXT DAY DELIVERY. Therefore, if a document is sent to the CRO by Registered Post and is delivered after the filing deadline, CRO has no option but to treat it as being late.

If a company finds itself in this situation, it can apply to the District Court for extra time to file its annual return under
Section 343(5), Companies Act 2014. The Court may, if it is satisfied that it would be just to do so, make an Order extending the time in which the annual return may be delivered to the Registrar. Where the Court makes such an Order, and the company delivers the annual return to the CRO in accordance with the Order, that annual return will be deemed by the CRO to have been received on time and the consequences of late filing (late filing penalties / loss of audit exemption) will not apply to that annual return.

For further information on the District Court process, see CRO Information Leaflet No.39 or CRO website:


When certifying the Financial Statements on the B1 form, the Act(s) quoted in the Certification that you tick, must match the Act(s) that the Financial Statements attached to the B1 form were prepared under.

All Financial Statements signed after 1 June 2015 must be prepared in accordance with the Companies Act 2014. 


Under Sections 352 & 360, Companies Act 2014, a small audit exempt company is required to file the following Financial Statements in respect of financial years commencing on or after 1 June 2015:

  • Extract from Director’s report in accordance with section 329 of the Companies Act 2014
  • Balance Sheet
  • Notes to the Financial Statements

See Appendix 1 to CRO Information Leaflet No 23 for sample Abridged Audit Exempt Financial Statements.


The following new obligations in Part 6 of the 2014 Act apply to financial years commencing on or after 1 June 2015:

  • section 167: Audit committees
  • section 225: Director's compliance statement and related statement
  • section 305(1)b: Share options disclosure
  • section 306(1): Payments to connected persons
  • section 326(1)a: Director's names
  • section 330: Directors' report: statement on relevant audit information.

For further information see Section 3.7 of CRO Information leaflet No.23 or CRO website:


In accordance with Government policy, the CRO is planning to phase out accepting cheques and other paper forms of payment as soon as possible and has provided the following electronic payment options to customers:

  •  if filing documents on-line or at the Public Counter in Parnell House you can pay the fees by credit/debit card or by Customer  Account,
  • if filing paper documents you can pay the filing fees by using a Customer Account which can be topped up on-line through  www.core.ie by credit/debit card.

CRO requests all customers who currently make payments to the CRO by cheque to begin the process of moving away from cheques and other paper forms of payment by:

  • familiarizing yourselves with CRO’s electronic methods of payment set out on the CRO website at
  • making whatever changes in procedures are necessary within your firm/company to allow you to discontinue using cheques and other paper forms of payment as soon as possible.

Please note that  if you are paying CRO fees by cheque, please make sure that any changes made to the cheque(s) are initialled and dated as otherwise the CRO will be unable to accept these cheques. Cheques must be drawn on a bank in the Republic of Ireland clearing system.


Forms C1, C1A and C1B and F8, F8A and F8B must now be filed electronically using a ROS signature. There is no facility to file these forms manually.  

The form is not filed until the last ROS signature is applied using a ROS cert. Please be aware of the statutory timelines in this regard. The content of these forms should be checked thoroughly as if they are incomplete or incorrect they will be rejected.

The ROS cert or sub-cert must be in the name of the individual signing the form.

Two separate individuals are required to sign, one on behalf of the company, and another on behalf of the charge holder. In this regard, please ensure that they are both carefully entered in the Form/s as signatories. Please note that the full name must be stated and not a shortened version (e.g. first name, initial or surname). 

To file charges under the Companies Act 2014:-

Also see CRO website at https://www.cro.ie/Services/Registering-for-ROS

  • Familiarize yourself with the CRO website, new forms and Information leaflet no. 27.

For further details please See Mortgages page.https://www.cro.ie/Post-Registration/Company/Mortgages-and-Charges


Under the 2014 Companies Act, a company may convert to an LTD by submitting Form N1 (free) together with a special resolution and a copy of their new constitution to the CRO, or, if converting under Section 60 of the Act, only an N1 & new constitution is required.

Where a special resolution contains a number of decisions, CRO requires the resolution confirming the shareholders’ consent to the conversion to LTD to be extracted and filed with the N1 form, and that extract must be certified by a director or secretary as a true copy of the original.

When converting to one of the new company types, a list of subscribers must be attached to the new Constitution. This list must be the ORIGINAL SUBSCRIBERS LIST as submitted to the CRO on incorporation, not the current list of subscribers/shareholders.

In addition, it is the latest Authorized Share Capital and Share Value, as submitted to the CRO which must be stated on the new Constitution.

Companies converting to the new LTD type do not need to state the Authorised Share Capital, but the current Share Value must be the most up to date value, as filed with the CRO

See sections 191-198, Companies Act 2014 and SI No 39/2002 – section 23(1), Companies Act 1990 (Form and Content of Documents Delivered to the Registrar) Regulations 2002.

For further information see CRO Information Leaflet No 31 or the CRO website at https://www.cro.ie/New-Act-2014/Need-to-Convert


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