Statutory Returns, Delivery Times and Non-Compliance Penalties
Section 871 of the Companies Act 2014 provides for a four-fold categorisation of offences into Categories 1 to 4, which are, as created, categorised as attracting a particular category of penalty:
- Category 1 offence – conviction on indictment can result in a term of imprisonment of up to 10 years or a fine of up to €500,000 or both;
- Category 1 offence – summary conviction can result in a class A fine or imprisonment for a term not exceeding 12 months or both;
- Category 2 offence – conviction on indictment can result in a term of imprisonment of up to five years or a fine of up to €50,000 or both;
- Category 2 offence – summary conviction can result in a class A fine or imprisonment for a term not exceeding 12 months or both;
- Category 3 offence – a summary offence only, attracting a term of imprisonment of up to six months or 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).
Please Note:
The following list is not exhaustive. The Companies Act imposes many other obligations on companies.
| Statutory Returns | To Be Delivered | Penalty for Non-Compliance |
| Form B1 – Annual Return | Within 56 days of date to which return has been made up which date may be no later than the ARD | Category 3 Offence |
| Financial statements | To be delivered with annual return within nine months of financial year-end date | Category 3 Offence |
| Form B2 – Change in registered office | Within 14 days of change | Category 4 Offence |
| Form B3 – Notice where registers are kept. N.B. Not required if kept at registered office | Forthwith | Category 3 Offence |
| Form B4 – Notice of Increase in Nominal Capital | Within 30 days of increase | Category 3 Offence |
| Form B5 – Return of Allotments | Within 30 days of the allotment | Category 4 Offence |
| Form B7 – Notice of consolidation/division/ cancellation/redemption, etc. of shares |
Within 30 days of the event | Category 3 Offence |
| Form B10 – Notice of change in directors/secretary change | Within 14 days of the event | Category 3 Offence |
| Form B74 – Notice of Disqualification in Foreign Jurisdiction | Submitted together with either Form B10 or Form A1 | Category 3 Offence |
| Form B74a – Notice of disqualification in foreign jurisdiction subsequent to appointment |
Within 3 months of the Commencement of the Act / Within 14 days of the event |
Category 3 Offence |
| Form E1/12 – Declaration of solvency | Within 14 days of the winding up / Within 21 after resolution |
Ineffective declaration. Court Order is then required to rectify situation |
| Form C1 – Mortgage or Charge created by an Irish company | Within 21 days after the date of creation | Charge becomes void, the money secured shall immediately become payable |
| Form C1a – Mortgage or Charge created by an Irish company | Charge becomes void, the money secured shall immediately become payable | |
| Form C1b – Mortgage or Charge created by an Irish company | Within 21 days of the submission of the form C1a | Charge becomes void, the money secured shall immediately become payable |
| Form C6 – Full satisfaction of a charge | When charge has been satisfied | Property remains unchanged on register of charges |
| Form C7 – Partial satisfaction of a charge | When partial satisfaction has been discharged on specific property | Property remains unchanged on register of charges |
| Form C10 – Judgment Mortgage | Within 21 days of receipt of document by creditor from PRA (Property Registration Authority). 3 days for receipt of document to creditor | |
| Form E8 – Notice of appointment of receiver | Within seven days of appointment | Category 4 Offence |
| Form E10/17 – Statement of affairs | Within two months of receipt of statement | Category 4 Offence |
| Form E24 – Notice of Petition of Court | Within three days of presentation of petition | Category 4 Offence |
| Form H1 – Restoration to the register of company struck off | Within 12 months of the company being struck off | Company remains dissolved |
| Form H2 – Notice of disclosure order | Within seven days of the making of the disclosure order | |
| Form H3 – Notice of removal of auditor | Within 14 days of the resolution removing the auditor | Category 3 Offence |
| Form H4 – Notification that proper books of account not kept | Within seven days of the serving of the notice on the company | Category 3 Offence |
| Form H5 – Return of company purchasing its own shares | Within 30 days of delivery of shares to company | Category 3 Offence |
| Forms G2/G1/G1Q – Resolutions [special/ordinary] | Within 15 days of the passing of the resolution | Category 4 Offence |
| Form F2 – Alteration in charter (memo & arts etc.) | Within 30 days | Category 3 Offence |
| Form F3 – Return of changes in directors/secretary/persons authorised to represent the company authorised persons/persons responsible for ensuring compliance with Act | Within 30 days | Category 3 Offence |
| Form F4 – Changes in address of place of business or branch | Within 30 days | Category 3 Offence |
| Form F7 – Financial Statement documents | Within 30 days | Category 3 Offence |
| Form F12 – Application to register branch (EEA country) | Within 30 days of establishment of Branch | Category 3 Offence |
| Form F13 – Application to register branch (non EEA Country) | Within 30 days of establishment of Branch | Category 3 Offence |
| Form F14 – Notice re. liquidation/ insolvency/closure of branch |
Within 30 days of occurance | Category 3 Offence |