Missed Deadlines

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The annual return must be filed with the CRO within 56 days of the date to which it has been made up.

Where financial statements are required to be attached to the Annual 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, whichever is the earlier.

 
Failure to file an annual return on time can have several consequences including the imposition of the late filing fee, prosecution of the company and/or its directors, the loss of the audit exemption or the possible involuntary strike-off and dissolution of the company.

A late filing fee of €100 becomes due in respect of an annual return on the day after the expiry of the filing deadline i.e. 56 days after the effective date of the return, with an additional daily default fee of €3 accruing thereafter, up to a maximum of €1,200 per return. The fee is in addition to the standard filing fee of €20 per annual return. Revenue have confirmed that late filing fees are not tax deductible.

Application may be made to court by a company on notice to the CRO for an order extending the time for delivery of an annual return (See 22 below). This allows extra time to file a particular return, but will not alter the company’s ARD for future years. The court in this instance is the District Court/High Court.

In addition, the Registrar of Companies also has power to levy an on-the-spot fine where an annual return remains unfiled. A company with a record of persistent late filing is liable to be targeted in this respect. The Registrar may bring the matter before the District Court on a prosecution if that fine remains unpaid (See 23 below).

If the annual return is filed late or not at all, the company and its directors and secretary are liable to prosecution by the Registrar of Companies. Failure to file is a category 3 offence. Category 3 offence – a summary offence only, attracting a term of imprisonment of up to six months and a “Class A fine” (or both); and category 4 offence – also a summary offence only, punishable by the imposition of a Class A fine. A “Class A fine” is a fine within the meaning of the Fines Act 2010 (i.e. a fine not exceeding €5,000).

Where a notice calling upon a director to comply with a statutory provision under the Companies Act has been served on him/her and 21 days have elapsed since the date of service, but the breach of the provision continues, application may be made to the High Court by the Registrar of Companies or the Corporate Enforcement Authority (CEA) for an order directing compliance by a defaulting director with the statutory provision in question within such period as the court may specify. An order for legal costs of this court application may be made against the director(s) concerned. This procedure is laid down in Section 797 of the Companies Act 2014.

Enforcement measures employed by CRO have regard to a company’s annual return filing compliance history in recent years. Filing an annual return late affects a company’s compliance history and could result in it being selected by this Office for enforcement measures in future years.

Under Section 343 of the Companies Act 2014, applications for an extension of time to file an annual return may be made to either the High Court or to the District Court.

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 of the company, in relation to a particular year, may be delivered to the Registrar of Companies. An application to the Court can only be made in respect of an annual return which has not already been delivered to the CRO.

Note: only one order may be made in respect of a particular year.

Where the Registrar has commenced proceedings for late or non-filing of annual returns, any subsequent applications by the company concerned under Section 343(5) Companies Act 2014, will be objected to by the Registrar on the basis that proceedings have already been commenced against the company for the said late filing of annual returns.

Application to the Court is made on notice to the Registrar by means of an Affidavit. The time period which may be extended by the Court is the current 56 days after the Annual Return Date (or effective date of the return) in which the company may file their annual return.

Where the Court makes an Order extending the time to file, the company must deliver the Order to the CRO within the time period specified in the Order, usually within 28 days of the Order being made.

If the company submits all elements of the annual return to the CRO online within the extending time period specified by the Court Order, that annual return will be deemed by the CRO to have been received on time and the consequences of late filing (late filing fees/loss of future audit exemption) will not apply to that annual return.

Procedure: District Court Application for Order Extending Time to File Annual Return

A company must have legal representation when making an application to court:

1. An application must first be made to the District Court for the district in which the company’s registered office is situated for a court date.
2. A copy of the notice in Form 93B.1 containing the date and time of the court hearing must be served on the Registrar along with a copy of the company’s Affidavit, Form 93B.2, thereby putting the Registrar on Notice in accordance with Section 343(5) of the Companies Act 2014. The Form 93B.1 must be signed by the Applicant or by the Solicitor for the Applicant.
3. The Notice to the Registrar must be delivered to the CRO not later than 21 days before the Court date, otherwise it cannot be accepted.
4. The Form 93B.1 must state the annual return year in question (the company’s current ARD), and the date to which the extension is sought. The time period which may be extended by the Court is the current 56 days after the ARD i.e. the time period within which the company has to file their return.
5. The CRO will issue a letter acknowledging that the Registrar has been put on Notice to the Applicant or its Solicitor which the company must provide to the Court, along with the Form 93B.1 and Affidavit not later than 4 days before the Court date.
6. If the Judge grants a Court Order extending the time to file, the Order will show (i) the date to which the extension is granted and (ii) the date by which the Order must be delivered to the Registrar (this will normally be 28 days after the Order).
7. If the Court Order is not delivered to the Registrar by the date specified at 6(ii), it cannot be accepted by the CRO as the company will be in breach of the terms of the Order.
8. If an extension of time to file is granted, the company must submit all elements of the B1 by the extended date granted by the Court in its Order.
9. If the company delivers or submits its annual return after the date to which the extension has been granted, it will be deemed to be late and will be subject to late filing penalties and loss of audit exemption for two years in the normal way.
10. If the original court date is changed or the case is adjourned, the company must immediately inform the Registrar of the new court date.
 
High Court
Please note that a company must have legal representation when making an application to court. The application is by means of an affidavit on notice to the Registrar.

Please note:
(1) Under Section 343(7) of the Companies Act 2014, a company whose annual return should have been delivered before 1 June 2015 cannot apply to the District Court for an extension of time to file that annual return.
The Registrar will object to any application where the annual return should have been delivered prior to 1 June 2015.
(2) Under District Court Rules – Para (4), SI No 256 of District Court (Companies Act 2014) Rules 2015, the Affidavit to the District Court must explain why it was not possible to prepare the annual return and set out, and verify, any facts supporting the reasons why the annual return was not delivered to the Registrar on time.
The Registrar reserves the right to object to any application where the reasons provided in the Affidavit and the supporting facts do not explain or verify why it was not possible to deliver the annual return on time.
(3) A dissolved company does not have a legal existence until such time that it is restored to the Register.
 
Please note that a company must have legal representation when making an application to court. The application is by means of an affidavit on notice to the Registrar.
 
Please Note: The Registrar will object to any application made by a dissolved company for an extension of time.

A late filing fee of €100 becomes due in respect of an annual return on the day after the expiry of the filing deadline, which deadline is 56 days after the effective date of the return, with a daily late fee amount of €3 accruing thereafter, up to a maximum late fee of €1,200 per return. This fee is in addition to the standard filing fee of €20 per return. Revenue have confirmed that late filing fees are not tax deductible.

In addition, an on-the-spot fine may be imposed by the CRO where the company has a record of persistent late filing and/or summary prosecution of the company and/or any officer in default. Fines of up to  €5,000 can be imposed on a conviction for breach of the annual return filing requirements – Category 3 offence.

In addition, a company may be struck off the register and dissolved for failure to file an annual return. If a company is struck off, the assets of the company become vested in the Minister for Public Expenditure, and if the business continues to trade, the owners will no longer enjoy the benefit of limited liability and so are personally responsible for any debts incurred so long as the company remains dissolved. Any person, who was a director of a company at the date of sending to that company of a strike-off notice due to the non-filing of annual returns, may be disqualified from acting as director by the High Court, where the company is struck off leaving outstanding liabilities. Such order may be made by the Court on the application of the Office of the Director of Corporate Enforcement.
 
For more information, see Involuntary Strike-Off.

Under Section 22 of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024, a company cannot avail of audit exemption if it files its annual return late more than once within a five-year period.

For more information, see Audit Exemption page.