Every company registered in Ireland must file an annual return with the Companies Registration Office (CRO) each year, whether it is trading, dormant or making a loss. The annual return, known as the Form B1, provides a snapshot of the company on a particular date and, in most cases, is accompanied by the company's financial statements. Because these documents are placed on the public register, they are also how lenders, suppliers and customers check a company's standing.
What the Annual Return Contains
The Form B1 records key information about the company as at its annual return date, including:
- The registered office address and the company's principal activity.
- Details of the directors and company secretary.
- The company's share capital and a list of its shareholders.
- Confirmation of the financial statements being filed and any audit exemption being claimed.
The Annual Return Date and Filing Deadline
Each company has an Annual Return Date (ARD). A new company's first ARD falls six months after incorporation, and no financial statements are attached to that first return. After that, the ARD falls on the anniversary of the first ARD each year, unless it is changed.
The annual return must reach the CRO within 56 days of the ARD. Where financial statements must be attached, they must cover a period ending no more than nine months before the ARD. The CRO filing fee for an annual return filed on time is €20.
Late Filing Fees
When an annual return is filed late, the CRO applies a late filing fee of €100 from the day after the deadline, plus €3 for every additional day, up to a maximum of €1,200 per return. These fees are on top of the standard filing fee and are not tax deductible. A return that is incomplete or rejected by the CRO can also be treated as late if it is not corrected in time.
Audit Exemption
Many small Irish companies are exempt from having their financial statements audited. A company is generally treated as small where it meets two of the following three conditions:
- Turnover of no more than €15 million.
- A balance sheet total of no more than €7.5 million.
- An average of no more than 50 employees.
Under the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024, a company no longer loses audit exemption for a single late filing. However, a company that files late more than once within a five-year period loses the exemption for the following two financial years. An audit for two years can cost far more than the original late filing fee.
Involuntary Strike Off
If a company fails to file its annual return, the Registrar can begin the process of involuntary strike off. Once a company is struck off, it ceases to exist as a legal entity, its assets pass to the State and its bank accounts are frozen. Directors of a company struck off for failing to file returns can also face restrictions on acting as directors in future. Restoring a struck-off company is possible but involves outstanding returns, fees and, in some cases, a court application.
Prosecution and Director Responsibility
Failing to file an annual return is an offence for both the company and its officers. The CRO regularly prosecutes companies and directors for persistent late filing, and a conviction is recorded against those involved. Ultimately, the directors are responsible for ensuring the company's annual return is filed accurately and on time, even where the work is delegated.
For further guidance and support with your company's annual return and CRO compliance, contact Setup Your Company at info@setupyourcompany.ie or call us on 01 628 3177.
