Return Documents I
A Company must make an annual return to the Companies Registrations Office in respect of each annual period. The annual return is to be made in the prescribed form and must contain the prescribed information.
A company must deliver the annual return to the Companies Registration Office not later than 28 days after its annual return date. It is to be made up to a date not later than the company’s annual return date. If the annual return is made up to an earlier date than the company’s annual return date, it must be delivered no later than 28 days after that earlier date.
The first annual return must be made up to the first annual return date. This is usually notified by the Companies Registration Offie. It is generally the date falling six months after incorporation.
The court may, on an application on notice to the Companies Registration Office, made by a company, make an order extending the time in which the annual return of the company in relation to a particular period may be delivered to the CRO if it is just to do so. Only one such order may be made as respects the particular period to which the return relates.
Return Documents II
Within 28 days of the date on which the order is made or such longer period, as may be allowed, the company shall deliver a certified copy of the order to the Companies Registration Office. The application may be made to the District Court or to the High Court.
The obligation to make an annual return does not apply while the company is in liquidation. Separate return obligations apply during the liquidation. The obligation does not apply where the company is in the course of being voluntarily struck off. This commences on the publication of the relevant statutory notice by the Companies Registration Office.
Where a company makes its annual return by electronic means to the CRO within the required period, then notwithstanding that none of the documents have been annexed to the annual return, the annual return is deemed to have been delivered to the Companies Registrations Office within the required period with the relevant documents annexed to it, provided that those documents are delivered to the Registrar within 28 days after the date on which the annual return has been delivered by electronic means.
The Annual Return Date
The annual return must be filed within 28 days of the annual return date (ARD). The accounts of the company must be made up to a date not less than nine months before the ARD. The first annual return date is normally six months after incorporation. The ARD is designated by the CRO.
The ARD can be extended. A prior return must be made to the CRO. This may be done once every five years. In order to postpone the ARD, the company must make a return within 28 days of the existing ARD and at the same time, notify the CRO of the new ARD, which must be no later than six months after the old ARD.
Unless it is altered by the company or the CRO, the annual return date of a company is determined by the following provisions.In the case of companies incorporated prior to the commencement of 2014 Act, the company’s existing annual return date is determined under the prior Companies Acts. The annual return date for the company in each subsequent year is the anniversary of that date.
In the case of companies incorporated after the commencement of 2014 Act (1 June 2015), the first annual return date is six months after the date of incorporation. Each subsequent annual return date is the anniversary of the first annual return date.
Changed ARD I
Where an annual return of a company is made up in any year to a date earlier than its existing annual return date, the company’s annual return date will thereafter be the anniversary of the date to which that annual return is made up. This is the case unless the company elects in the annual return to retain the existing annual return date, or establishes a new annual return date. This election does not operate to make the next annual return date of the company fall in any year other than in the year it would have fallen, had the election not been made.
Other than in the case of a company delivering its first annual return, the company may establish a new annual return date when delivering an annual return to the CRO made up to the existing annual return date. Provided that the return is delivered not later than 28 days after the existing annual return date, and contains a notification in a prescribed form nominating the new annual return date, then this established a new ARD.
Changed ARD II
The new annual return date under the above procedure is to be a date falling within a period of six months following the existing annual return date. Where a company has established a new annual return date under the procedure, it may not establish a further new annual return date until at least five years have passed since the establishment of the new annual return date.
Where it appears to the Companies Registrations Office that it is desirable for a holding company and its subsidiary to extend its annual return date so that they coincide, the Registrar may, on application with the consent of the directors of the company or undertaking whose annual return date is to be extended, direct that an extension be permitted.
When the annual return date of a company or subsidiary undertaking is altered as above, its subsequent annual return date shall be each anniversary of the date as so altered.
Annual Return Content I
Every company must make an annual return to the Companies Registration Office. The annual return form requires certain information to be furnished including the following
- the company name;
- the date the return is made up to;
- the address of its registered office;
- the address at which the registers are kept, if not the registered office;
- the address at which the directors’ service contracts if not the registered office;
- the name and address of the secretary;
- the name and address of the directors;
- particulars of political donations.
Annual Return Content II
The following share details are required;
- authorised share capital;
- issued share capital;
- shares issued up to the date of the return;
- whether or not cash has been paid or calls are due;
- premiums paid, discount allowed or commissions on the shares;
- forfeited shares;
- present and previous members, since the last return;
- transfer dates, the number of shares and names of the transferee.
In the case of a private company, the company must furnish a certificate by the director and secretary confirming the company has not exceeded the maximum number of members and has not offered its shares to the public. These are the pre-conditions for being a private limited company (LTD).
The general requirement is that there shall be annexed to the annual return of a company, the following documents which have been laid before the general meeting:
- the statutory financial statements;
- the directors’ report, including any group directors’ report;
- the statutory auditors’ report on the financial statement and the directors’ report.
The relevant general meeting is the general meeting held during the period to which the annual return relates. If the most recent financial statements of the company and the other documents have not been required to be laid before a meeting, the relevant meeting is the next general meeting held after the delivery of the return to the Companies Registration Office before which those statements and other documents are required to be laid.
The copy documents to be filed, are to be true copies of the original. Signatures may appear in a typeset form on the copy. It is to be accompanied by a certificate of the director and the secretary that bears the signature of the director and secretary in electronic or written form, stating that it is a true copy.
Small Company Exemption
The annual financial statements/ accounts must be filed with the CRO with the annual return. The extent of the financial statements/ accounts required depends on the size and scale of the company. Most companies must append the balance sheet and profit and loss account laid before the annual general meeting prior to the return, together with copies of the auditors’ and directors’ reports.
“Small” private companies, need not file full financial statements/ accounts. Small companies need not file return the profit and loss account and may annex an abridged balance sheet only. The abridged balance sheet shows the principal balance sheet headings without more detailed breakdown.
“Small” companies are defined as those which satisfying two of the following three criteria;
- balance sheet size less than €4.4 million (€6 million after 2017 Act)
- annual turnover less than €8.8 million (€12 million after 2017 Act)
- an average number of employe€ less than 50.
Small Group Exemption
Small companies may file abridged financial statements in the CRO. If a small company has chosen to prepare group financial accounts, they may not be abridged. The small company must attach those group financial statements, the entity financial statements, the directors’ report and the statutory, auditor’s report thereon, to their annual return.
The company may avail of the exemption from filing the entity profit and loss account, but the group profit and loss account must be attached and filed.
Where the small company has not elected to prepare group financial statements, it may claim the revised exemption for filing statutory financial statements. In this case, it may file an abridged financial statement and a special report from the auditors.
The Abridged Group Accounts
The abridged financial statement consists of
- the balance sheet of the company,
- the requisite notes in the statements specified in the Act,
- other notes including notes in relation to profit and loss account items which apply to small and micro companies, and
- the specific information identified in the schedule in respect of small companies.
The profit and loss account as such need not be filed. Some information which is referred to must be the subject matter of a note which is part of what may require to be filed.
The special report from the auditors that the company complies with the audit states that the company is entitled to prepare and file abridged financial statements and the financial statements have been prepared properly. The special report contains a copy of the auditor’s report and the full statutory financial statements and directors’ report
Former Medium Companies Exemption
A “medium” company could formerly file a balance sheet, omitting fewer items than in the case of the small company, but less extensive than that required of larger companies. It had to annex the auditor’s report (unless audit exempt) and the directors’ reports. The profit and loss account was required to be annexed, but need not give the full details required of larger companies. Medium-sized companies must present full accounts to their shareholders
A medium sized company is one which satisfied two of the following three criteria;
- balance sheet size less than €10 million (€20 milliion after 2017 Act);
- annual turnover less than €20 million; (€40 million after 2017 Act)
- average number of employees less than 250.
The thresholds for groups of companies for exemption from preparing group accounts were the same, expressed on a group-wide basis.
The 2017 Act removed the exemption from filing full information. However in view of the increased thresholds for small companies, many former medium sized companies will qualify as small companies and enjoy their exemption..
A company not having a share capital, formed for charitable purposes is potentially exempt. The exemption may be for a limited period or unconditional, as the Charity Commissioners may order.
Subsidiaries of companies incorporated in other EU states, need not annex accounts to their returns provided that
- all shareholders in the subsidiary consent;
- there is an irrevocable guarantee by the holding company of the subsidiary’s liabilities in that year;
- the accounts are consolidated;
- A note stating the exemption has been availed of, is included; and
- group accounts are prepared in accordance with EU common rules on group accounts.
The obligation to make an annual return, which applies within four weeks of the Annual Return Date, does not apply if the company is being wound up in that period or is being voluntarily struck off. If it is not ultimately struck off, it must file all intermediate accounts. If it is struck off and requires to be restored, it must undertake all outstanding filings.
There are various other exceptions to filing accounts, which apply where there is an exemption from having to prepare accounts. Most of these arise in a group situation. They are dealt with in other sections, which deal with the topic of exemptions from or modifications of the general obligation to prepare accounts.
Failure to comply with the obligation to make an annual return is a category 3 offence for which the company or a director in default may be convicted. The CRO may issue penalty notices for failure to make a return. If they are paid within 21 days, no prosecution is commenced. They are in effect an administrative / on the spot fine.
The annual return fee for late returns is substantially higher and increases on a daily basis. Late filing loses eligibility for the audit exemption.
The CRO can strike off a company for failure to make the annual return. If a company has failed to make one or more annual returns, the CRO may notify it that unless all returns are made within one month, the company will be struck off.
Notices of proposed strike off are published in the Gazette. The company may be struck off unless cause is shown to the contrary, within a limited time period. See the sections on strike off of companies.
Reference and Sources
Companies Act 2014 S.342- S.349 (Irish Statute Book)
Companies Act 2014: An Annotation (2015) Conroy
Law of Companies 4th Ed. (2016) Courtney
Keane on Company Law 5th Ed. (2016) Hutchinson
Other Irish Sources
Tables of Origins & Destinations Companies Act 2014 (2016) Bloomsbury
Introduction to Irish Company Law 4th Ed. (2015) Callanan
Bloomsbury’s Guide to the Companies Act 2015 Courtney & Ors
Company Law in Ireland 2nd Ed. (2015) Thuillier
Pre-2014 Legislation Editions
Modern Irish Company Law 2nd Ed. (2001) Ellis
Cases & Materials Company Law 2nd Ed. (1998) Forde
Company Law 4th Ed. (2008) Forde & Kennedy
Corporations & Partnerships in Ireland (2010) Lynch-Fannon & Cuddihy
Companies Acts 1963-2012 (2012) MacCann & Courtney
Constitutional Rights of Companies (2007) O’Neill
Court Applications Under the Companies Act (2013) Samad
Company Law – Nutshell 3rd Ed. (2013) McConville
Questions & Answers on Company Law (2008) McGrath, N & Murphy
Make That Grade Irish Company Law 5th Ed. (2015) Murphy
Company Law BELR Series (2015) O’Mahony
Companies Act 2006 (UK) (Legilsation.gov.uk)
Statute books Blackstone’s statutes on company law (OUP)
Gower Principles of Modern Company Law 10th Ed. (2016) P. and S. Worthington
Company Law in Context 2nd Ed. (2012) D Kershaw
Company Law (9th Ed.) OUP (2016) J Lowry and A Dignam
Cases and Materials in Company law 11th Ed (2016) Sealy and Worthington
UK Practitioners Services
Tolley’s Company Law Handbook
Gore Browne on Companies
Palmer’s Company Law