Filing an Annual Return

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).

• An Annual Return must be delivered to the CRO not later than 56 days after its effective date. This means that if an annual return is made up to a date earlier than the company’s ARD, it should be delivered to the CRO within 56 days after that earlier date.
• If the 56 day filing period expires on a Saturday, Sunday or public holiday, the 56 day period is extended to the next working day.
• Where financial statements are required to be attached to the return, the filing deadline is either the company’s ARD plus 56 days or the company’s financial year-end plus nine months and 56 days, wherever is the earlier.

 
Annual returns and financial statements – SEND BACK LETTERS
Where an Annual Return is sent back by the CRO for correction or for fees, Section 898 Companies Act 2014 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 fees and losing any entitlement to claim audit exemption for two years.

• Since 1st April 2018, Form B1s are automatically rejected where the B1 signature page or overall certificate is not signed or if it has only one signature. The Registrar will not use her discretion under Section 898 of the Companies Act 2014 in these cases and does not allow 14 days for the amendment required.
  A new annual return must be captured, financial statements uploaded and a new signed signature page delivered to the CRO. Where this new annual return is more than 56 days after the company’s Annual Return Date the B1 will be late.
• Annual Return late if financial statements not uploaded 
  Since 1st April 2018, Financial Statements must be uploaded prior to sending in a signed signature page to the CRO. If a signature page is received and there are no financial statements uploaded then this annual return will be rejected. Companies do not have 14 days to upload the financial statements.
• Annual Return late if financial statements uploaded late 
  A reminder that if you upload your financial statements after the 56 day period allowed following the capture of the Form B1 online, then your full annual return is late and you will be charged a late filing fee and, where relevant, lose your audit exemption for the next two following years.
• Requests to return an Annual Return
  Where a Company or Presenter contacts the CRO and requests that an annual return be returned prior to the CRO receiving the signature page this request will be reviewed on a case by case basis and only returned in exceptional circumstances.

A new company is exempt from the obligation to annex financial statements (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 financial statements 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 56 days.

Many new companies will have difficulty in having financial statements 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 175 of the Companies Act 2014) or the requirement to present financial statements to its AGM within 9 months of the balance sheet date (Section 341 of the Companies Act 2014). It is a criminal offence to breach these sections of the Act.

Financial statements must be audited unless the company is entitled to the Audit Exemption and claims it.
 
Attached Documents
In most cases, audited financial statements must be attached to the annual return. These financial statements must cover a period which ends not more than nine months prior to the date to which the annual return is made up. Financial statements must be audited unless the company is entitled to the Audit Exemption and claims it.
 
Requirements for financial statements
The financial statements to be annexed to the company’s annual return are required:

• in the case of the first annual return to which financial statements are required to be annexed to cover the period since the date of incorporation;
• in any other case, to cover the period since the end of the period covered in the last set of financial statements which were filed with the CRO.

 
The financial statements 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.
 
What to do if your financial statements pdf is too large and won’t upload to CORE
PDF files should not be more than 8MB. If your file is too large perhaps consider removing pictures/images from the financial statements. Copy the required text to a new Word processing document. There are other alternatives if using other Word Processors like CUTEFTP. Click File, Save As PDF. 3. Click the Radio Button “Minimise Size” and “Compress Pictures. Compress Pictures will offer options  – the lower the resolution you choose – the smaller the size of the document. Click Ok and Save the Document as PDF.

See also: Reducing size of PDF Accounts
 
An Electronic Filing Agent (EFA) cannot certify the financial statements of a company:  An EFA can sign a B1 (annual return) form on behalf of a company once s/he has been authorised by the company to do so on a B77 form. However, the 2014 Companies Act requires that the financial statements must be certified by a Director and Secretary of the company (original signatures). Therefore, where the B1 form is being signed by an EFA, the financial statements must be certified separately by a Director and Secretary using a Financial Statement Certification sheet which must be attached to the B1 when delivering the annual return to the CRO.

See: CERTIFICATE for EFAs filing Financial Statements after 1 June 2016

Currency
Annual returns must be completed in a legally recognised currency as at the effective date of the return.

Other Directorships
The company name and number of other bodies corporate, whether incorporated in the State or elsewhere, must be provided except:

(a) for bodies of which the person has not been a director at any time during the past five years;
(b) of which the company is (or was at the relevant time) a wholly owned subsidiary; or
(c) which are (or were at the relevant time) wholly owned subsidiaries either of the company or of another body corporate of which the company is or was the wholly owned subsidiary.

 
State the place of incorporation where the company was incorporated outside the State.

An annual return must be completed online and presenters can use CORE. An annual return can also be filed online using a secretarial software package. You must now File your B1 online and payment must be made by customer account or debit/credit card. You have 56 days from your Annual Return Date to file your annual return (B1) online.

Filing of the form B1 and the associated Financial Statements became mandatory as of June 2017. Payment must be made online as well.

Returns which are filed late with the CRO incur a substantial Late Filing Fee.

• A company will also lose eligibility for Audit Exemption for the following two years if the annual return is filed late.
• Please see Late Filing Fee Calculator.
• Extension of Time to File: If a company requires extra time to file its return, application may be made to the District Court or the High Court by a company, on notice to the CRO, for an order extending the time for filing of a particular annual return. If granted, this allows the company extra time to file that return before the late filing fee is incurred – section 343 Companies Act 2014. See Missed Deadlines page for information on procedure.

The CRO receives regular requests from companies to treat Annual Returns lost or delayed in the post as received on time. 

Section 343 of the Companies Act 2014 places the responsibility for prompt delivery of Annual Teturns 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: “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.

• 1. Company officers can register on CORE, where a “watch” can be set up on a relevant company to check the status of submissions posted or filed on-line. If you are watching a company in CORE, an event will appear in “My Events” each time a document is received and the status of any document (manual or electronic) changes against a watched company. In addition, an e-mail receipt is sent to the CORE registered user, i.e. the presenter, of all electronically filed documents that are received in the CRO
• 2. In the Processing Dates section of the CRO Website, there is a daily update advising of the date of receipt of annual returns being processed on that day. Customers should avoid contacting CRO about documents delivered after the processing date given on the website as they have not yet been reached by the processing team.
• 3. Also on the CRO website, presenters can look up details of a company in the Company Search facility. If the company’s NARD has moved on to 2019, it means the 2018 annual return has been received and you can view the list of submissions and their status for free.

 
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.

Shareholders lists can now be uploaded when submitting a B1 Form on CORE. They are only acceptable in the following format.

They must  be in PDF Format less than 8 MB and should contain a title row with Company Name and Annual Return Date.  They should have columns A-I (dependant on the address length there may be less columns):

• Column A – Name
• Column B – Address 1
• Column C – Address 2
• Column D – Address 3
• Column E – Address 4
• Column F – Address 5
• Column G – Address 6
• Column H – Address 7
• Column I – Holding

 
When a Form B1 is purchased, if a separate shareholders list is associated to this, it can be provided on request to cro.info@enterprise.gov.ie.

Electoral Amendment Political Funding Act 2012
One of the provisions of the Act reduced 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 was 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.

See Political Donations webpage