An Annual Return is a snapshot of certain company information at the Annual Return Date (“ARD”). In Ireland, all private companies are required to file an annual return (Form B1) once every calendar year with the Companies Registration Office (“CRO”).
The annual return must detail a company’s statutory information, to include:
- Company name;
- Registered office address;
- Directors’ and Secretaries’ details;
- Authorised and issued share capital;
- List of past and present members; and
- Information relating to the financial statements.
First Annual Return
A Company must file their first annual return 6 months to the day from their date of incorporation. New companies are not required to file financial statements with their first annual return, but will be expected to annex financial statements to its second and subsequent Annual Returns. The first financial period can be no more than 18 months from the date of incorporation and for 12 month periods thereafter.
Preparing & Filing An Annual Return
Annual Returns must be filed with the CRO no later than 28 days after the ARD. If the Annual Return is filed before its effective date it should be delivered to the CRO within 28 days of the earlier date.
Filing Financial Statements
The financial year end must not predate the ARD by more than 9 months.
For example, if ABC Limited has a financial year end of 31 December 2014, the Financial Statements together with the Annual Return should be filed within 28 days following a 30 September 2015 Annual Return date. However, companies should bear in mind that their ARD may not be 30 September 2015 and could be an earlier date.
Electronically Filing An Annual Return
Companies can electronically file (“e-file”) an Annual Return with the CRO up to 28 days after their ARD. E-filing allows a company a further 28 days with which to submit Financial Statements together with the associated Annual Return.
For example, if ABC Ltd has an ARD of 30 September 2014, the Annual return can be e-filed on 28 October 2014, the company then has until 25 November 2014 to physically submit the Financial Statements along with the receipt of the e-filed Annual Return at the CRO.
Extending An Annual Return Date
Companies may elect to extend their ARD. A Company’s ARD can be extended by up to 6 months by filing Form B73 with the CRO. This can only be completed once every 5 years and is only applicable where financial year end will not predate the new ARD by more than 9 months.
Late Filing Penalties
Annual Returns filed after the filing deadline incur a penalty of €100 on the first day following the deadline and then a daily penalty of €3 for each subsequent day up to the maximum penalty of €1,200.
A company that files its Annual Return and Financial Statements after the filing deadline is also required to arrange for the financial statements which have not been filed before the deadline to be audited for the current and subsequent financial years end.
Company Obligations With The CRO
As there are many rules surrounding Annual Returns, it is important to ensure that your company is aware of its obligations with the CRO. Failure to submit an Annual Return together with the associated Financial Statements can lead to financial penalties being imposed upon the directors who are found responsible as same is an offence under the Companies Acts.
If your company has any queries in relation to this matter, it is best to seek the assistance of a professional company secretarial firm who can ensure that your company remains compliant at all times.