Extension of Time to File an Annual Return (Leaflet 39)
Under the terms of Section 343 of the Companies Act 2014, a company whose annual return was due to be delivered to the CRO after the commencement of the 2014 Act on 1st June 2015 and which has missed, or knows that it will miss, the deadline for filing its annual return with the CRO, may make an application for an Order to extend the time for delivery of its annual return to either the District Court, for the district where the registered office of the company is located, or the High Court.
The Registrar of Companies must be put on a minimum of 21 days’ notice that the company is making such an application to the court.
In this regard the Registrar must be provided with a copy of the Notice of Application (Form 93B.1) and a copy of the Affidavit (Form 93B.2) that the company will rely on in its application to the District Court. Samples of the Court Forms are provided at Appendix 2 to this Leaflet.
The District Court rules require that the Affidavit explain why it has not been possible to prepare the annual return and that it must set out, and verify, any facts supporting the reasons why the annual return was not delivered to the Registrar within the time permitted by the Companies Act, and why it is alleged that it would be just to make an Order extending the time to file.
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, 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.
Only one Order may be made in respect of a particular filing year. The Order may, at the discretion of the Court, be granted to include multiple years for which returns are outstanding. However, where applications to extend are being made for multiple years, for any annual return that was due to be filed prior to 1st June 2015, the relevant court is the High Court.
The Extension of Time to file an annual return does not alter the Annual Return Date (ARD) or the financial period of the company. the period being extended is the 56 days referred to in sections 343(2) and (3) of the Act.
If the Court grants an Order to extend the time to file, and the company delivers the Order and the annual return for the year in question to the CRO within the time periods specified by the Order, the annual return will have been delivered on time and the consequences of late filing (late filing fees and loss of audit exemption for the following two years (if applicable)) will not apply to that annual return.
Please note: A company must have legal representation in court.
Step One – Obtaining a Court Date and Completing the Court forms
- An application for a court date, on Form 93B.1, must first be made to the District Court in which the company’s registered office is situated. Visit the Court Services website here.
- The Form 93B.1 must state the financial period in question, the company’s current Annual Return Date (ARD) and the date up to which the Court is asked to extend the time for delivery of the company’s annual return to the Registrar.
- Please note that the date at Paragraph 3 on the Form 93B.1 is the new extended date by which the company must deliver the annual return to the CRO in order to file on time. In choosing this date, the company must give itself sufficient time to deliver the annual return to the CRO, as only one Order can be made per annual return year. The date must be a date after the Court hearing and after the date of delivery of the Court Order to the Registrar.
- The time period which may be extended by the Court is the 56 days after the ARD provided for in sections 343(2) and 343(3) Companies Act 2014. The Court is being asked to extend this period of 56 days and is not changing the ARD.
- The Form 93B.1 must be signed by the Applicant (an officer of the company) or by the Solicitor for the Applicant. It must include a statement that no previous Order has been made by the District Court under section 343(5) in respect of the annual return year which is the subject of the application.
Step Two – Putting the Registrar on Notice & Letter from Registrar
- A copy of the Notice of Application (Form 93B.1) which contains the date and time of the Court hearing, must be served on the Registrar of Companies along with a copy of the company’s Affidavit (Form 93B.2), thereby putting the Registrar on notice in accordance with section 343(5), Companies Act 2014.
- The Affidavit (93B.2) is a supporting document outlining the reasons why the Court Order is being sought and must be sworn by a Director or Secretary of the Applicant company. The Affidavit is required to explain why it has not been possible to prepare the annual return and set out, and verify, any facts supporting the reasons why the return was not delivered to the Registrar on time.
- The Notice of Application (93B.1) and the signed Affidavit (93B.2), putting the Registrar on notice, must be delivered to the CRO at least 21 days before the date fixed for hearing the application in the Court.
- Following receipt of the Forms 93B.1 and 93B.2 in the CRO, a Letter will be issued by the Registrar to the presenter and copied to the District Court in question.
- The Registrar reserves the right to object to any application made to the District Court for an extension of time under section 343(5) Companies Act 2014.
- The Registrar will object if any one of the following circumstances apply:
- (1) the annual return should have been delivered prior to 1st June 2015,
(2) the reasons provided in the Affidavit and the supporting facts do not, in the opinion of the Registrar, explain or verify why it was not possible to deliver the annual return to the CRO within the time permitted by sections 342(2) or 343(3) Companies Act 2014.
(3) the applicant company is a dissolved company.
(4) the company has previously obtained an extension of time for the same annual return year.
Step Three – Lodging papers with the District Court
- The Forms 93B.1 and 93B.2 must be lodged with the Court Clerk, along with a statutory declaration as to service on the Registrar and the Letter from the Registrar, not later than four days before the date fixed for hearing the application.
Step Four – The Court Hearing and granting of the Court Order
- Please note that a company must have legal representation in Court.
- The Registrar of Companies reserves the right to be represented in the District Court in any case where an application is made for an extension of time to file an annual return.
- If the Court grants an Order extending the time to file, the Order (Form 93B.3) will show:
- a) the new date to which the extension of time to file the Annual Return has been granted.
b) the date by which the Court Order must be delivered to the CRO (normally 28 days after the court date).
Step Five – Delivering the Court Order and the Annual Return(s) to the CRO
If granted an Order extending the time to file, the company must:
- Deliver the Court Order (93B.3) to the CRO within the period time provided in the Order. If the Court Order is not delivered to the CRO within this period provided, it will invalidate the Order.
- Complete the filing of the B1 by the extended date.
It should be noted that if the company delivers its annual return to the CRO electronically, after the date to which the extension has been granted, it will be deemed to be late and will be subject to late filing fees and loss of audit exemption for two years in the normal way.
If the original Court date is changed or the case is adjourned, the company must immediately inform the Registrar of the new Court date.
Do I have to tell the CRO that I am making an application to the District Court for an extension of time?
Yes, the company must put the Registrar of Companies on notice that it is applying to the court and must deliver Court Forms 93B.1 and 93B.2 to the CRO at least 21 days before the court hearing. The CRO will issue a Letter of Acknowledgement or Letter of Objection which the Applicant must provide to the Court.
Can I apply for an extension of time retrospectively?
Yes. Applications can be made to the District Court in respect of an annual return which has missed its deadline or where it is envisaged that a return will be late.
However, an application for extra time to file can only be made to the District Court in respect of (a) an annual return which has not already been filed with the CRO and (b) where the annual return was due to be filed on or after 1st June 2015.
Can I apply to the District court for extra time to file an annual return that was due to be filed prior to 1st June 2015?
No, in that case the application for extra time must be made to the High Court. The Registrar will object to any application made in the District Court for an extension of time to file an annual return that was due to be delivered to the CRO prior to 1st June 2015.
What date can I nominate for the extension of time?
You must nominate a date (at paragraph 3 on the Form 93B.1) that is into the future and must be after the Court Hearing date and after the date allowed for the delivery of the Order to the Registrar. As a company cannot go back to the Court for a second Order for the same financial period, the company must ensure that it will definitely be in a position to file its annual return by the date it applies for.
The CRO must receive and register the Court Order (Form 93B.3) before it receives the outstanding annual return(s). So, when applying to the Court, the extended date on the Form 93B.1 should be a date that will enable the company to deliver the annual return and financial statements to the CRO in good time before the new deadline.
Does the extension of time change my Annual Return Date (ARD)?
No, the extension of time relates to the 56 days after a company’s ARD. It extends those 56 days for that year only and does not change the ARD for future years.
Can I include other years in the application?
You can include multiple years for which annual returns are outstanding in an application to the District Court where the returns were due to be filed after the commencement of the Companies Act 2014 (1st June 2015).
However, where a return was due to be filed before 1st June 2015, the application must be made to the High Court.
You can only apply to the Court once for a particular financial period (i.e. you cannot apply to the Court again for another Order in respect of a return for which an Order has already been granted).
Where can I get the forms to apply for an extension of time?
These forms are issued by the Courts Service – you may download them from the Court Service website here.
My company has been struck off/dissolved. can my company seek an extension of time to file its outstanding annual returns?
A struck off/dissolved company does not have a legal existence until such time that it is restored to the Register.
It is the view of the Companies Registration Office that a dissolved company cannot make an application to the Court under Section 343 to extend time to file its annual returns as it has no legal standing to make such an application. The Registrar will object to any application in the District Court for an extension of time to file an annual return that is made by a dissolved company.
When putting the Registrar on notice of an application, Forms 93B.1 and 93B.2 should be sent to districtcourt@cro.ie.
Resulting Court Orders (Form 93B.3) and any queries can also be sent to this email address.
The forms referred to in this document (Forms 93B.1, 93B.2 and 93B.3) are Court Service forms and queries in relation to completion of these forms should be directed to your legal advisor or to the Courts Service and not to the CRO.
Samples of the Court Forms are provided at Appendix 2 to this Leaflet.