Annual Return
Companies Act
Annual return
342. In this Act “annual return” means a return that, in accordance with the provisions of this Part, has to be made by a company to the Registrar in respect of successive periods as determined in accordance with those provisions.
Obligation to make annual return
343. (1) In this section “annual return date”, in relation to a company, means the date in relation to that company as provided under section 345 and “first annual return date”, in relation to a company, shall be read accordingly.
(2) Subject to the provisions of this section, a company shall deliver to the Registrar an annual return in accordance with subsection (4) not later than 28 days after the annual return date of the company.
(3) However, if the annual return is made up to an earlier date than the company’s annual return date, it shall be so delivered not later than 28 days after that earlier date.
(4) An annual return of a company shall—
(a) be in the prescribed form and contain the prescribed information, and
(b) be made up to a date that is not later than its annual return date,
except that the first annual return falling to be made by a company after it is incorporated shall be made up to the date that is its first annual return date.
(5) The court, on an application made (on notice to the Registrar) by a company, may, if it is satisfied that it would be just to do so, make an order extending the time for the purposes of subsection (2) or (3) in which the annual return of the company in relation to a particular period may be delivered to the Registrar; only one such order may be made as respects the particular period to which the return concerned of the company relates.
(6) Within 28 days after the date on which an order under subsection (5) is made, or such longer period as the court may allow on the making of the order, the company to which the order relates shall deliver a certified copy of the order to the Registrar; if the order is not received by the Registrar within whichever foregoing period is applicable it shall not be valid for the purposes of subsection (5).
(7) In respect of an annual return that is to be delivered on or after the commencement of this section, the court for the purposes of subsection (5) shall be the District Court for the District Court district where the registered office of the company is located or the High Court.
(8) Subsection (2) shall not apply in respect of any annual return date that falls during a period when the company is in the course of being wound up and a liquidator stands appointed to it.
(9) Subsection (2) shall not apply in respect of any annual return date that falls during a period when the company is in the course of being voluntarily struck off the register by the Registrar pursuant to sections 731 to 733 but—
(a) subsection (10) has effect as regards the interpretation of this subsection, and
(b) in addition to the foregoing, the exemption conferred by this subsection shall cease to apply where the company is not ultimately dissolved on foot of that procedure or, if it is dissolved on foot thereof, where it is subsequently restored to the register.
(10) For the purposes of subsection (9), the period when the company is in the course of being voluntarily struck off the register by the Registrar pursuant to sections 731 to 733 shall only be regarded as having commenced on the publication by the Registrar of a notice under section 732 in relation to that application.
(11) If a company fails to comply with the requirements of this section, the company and any officer of it who is in default shall be guilty of a category 3 offence.
(12) In subsection (11) “officer” includes any shadow director and de facto director.
Special provision for annual return delivered in a particular form
344. (1) In this section—
“electronic means” means those provided for under the Electronic Commerce Act 2000 and effected in compliance with any requirements of the Registrar of the kind referred to in sections 12(2)(b) and 13(2)(a) of that Act;
“required documents” means the documents referred to in section 347 or, as the case may be, both that section and section 348 ;
“required period” means the period referred to in section 343 (2) or (3), as the case may be, or, where that period stands extended in accordance with section 343 (5) and (6), that period as it stands so extended.
(2) Where a company makes its annual return by electronic means to the Registrar within the required period then, notwithstanding that none of the required documents have been annexed to the annual return, the annual return shall be deemed to have been delivered to the Registrar within the required period with the foregoing documents annexed to it if those documents are delivered to the Registrar within 28 days after the date on which the annual return has been delivered to the Registrar by electronic means.
Annual return date
345. (1) Unless it is altered by the company or the Registrar in accordance with section 346 , the annual return date of a company in any year shall be the date determined by this section.
(2) In the case of a company incorporated before the commencement of this section—
(a) the company’s existing annual return date (as determined in accordance with the prior Companies Acts) shall be taken to be its annual return date falling next after that commencement, and
(b) the annual return date of the company, in each subsequent year, shall be the anniversary of the date referred to in paragraph (a).
(3) In the case of a company incorporated on or after the commencement of this section—
(a) the first annual return date of the company shall be the date 6 months after the date of its incorporation, and
(b) the annual return date of the company, in each subsequent year, shall be the anniversary of its first annual return date.
Alteration of annual return date
346. (1) Where the annual return of a company is made up in any year to a date earlier than its annual return date, the company’s annual return date shall thereafter be each anniversary of the date to which that annual return is made up unless the company—
(a) elects in the annual return to retain its existing annual return date, or
(b) establishes a new annual return date in accordance with subsection (2),
but, for the avoidance of doubt, an election under paragraph (a) does not operate to make the next annual return date of the company fall in any year other than in the year in which it would have fallen had the election not been made.
(2) Save in the case of a company delivering its first annual return and subject to subsections (3) and (4), a company may establish a new annual return date by delivering an annual return to the Registrar made up to its existing annual return date in accordance with section 343 (2), being an annual return—
(a) that is so delivered not later than 28 days after its existing annual return date, and
(b) to which there is annexed a notification in the prescribed form nominating the new annual return date,
but, notwithstanding anything to the contrary in this Act, the company shall not be required to annex statutory financial statements, or the other documents referred to in section 347 (1), to such a return.
(3) The new annual return date established pursuant to subsection (2) shall be a date falling within the period of 6 months following the existing annual return date.
(4) Where a company has established a new annual return date pursuant to subsection (2), it shall not establish a further new annual return date pursuant to that subsection until at least 5 years have elapsed since the establishment of the first-mentioned new annual return date.
(5) Where it appears to the Registrar desirable for a holding company or a holding company’s subsidiary undertaking to extend its annual return date so that the subsidiary undertaking’s annual return date may correspond with that of the holding company, the Registrar may, on the application or with the consent of the directors of the company or undertaking whose annual return date is to be extended, direct that an extension is to be permitted in the case of that company or undertaking.
(6) Where the annual return date of a company or subsidiary undertaking in a year is altered pursuant to subsection (2) or (5), its annual return date thereafter shall be each anniversary of the date so altered, but subject to any subsequent invocation, in accordance with their terms, of the preceding provisions of this section.
Documents to be annexed to annual return: all cases
347. (1) Subject to the provisions of this Part, there shall be annexed to the annual return a copy of the following documents that have been, or are to be, laid before the relevant general meeting:
(a) the statutory financial statements of the company;
(b) the directors’ report, including any group directors’ report; and
(c) the statutory auditors’ report on those financial statements and that directors’ report;
and “relevant general meeting” in this subsection means the general meeting of the company held during the period to which the annual return relates or, if the most recent statutory financial statements of the company and the other foregoing documents have not been required to be laid before such a meeting, the next general meeting held after the return’s delivery to the Registrar before which those statements and other documents are required to be laid.
(2) The reference in subsection (1) to a copy of a document is a reference to a copy that satisfies the following conditions:
(a) it is a true copy of the original save for the difference that the signature or signatures on the original, and any date or dates thereon, shall appear in typeset form on the copy; and
(b) it is accompanied by a certificate of a director and the secretary of the company, that bears the signature of the director and the secretary in electronic or written form, stating that the copy is a true copy of the original (and one such certificate relating to all of the documents mentioned in subsection (1) suffices and the foregoing statement need not be qualified on account of the difference permitted by paragraph (a) as to the form of a signature or of a date).
(3) Where any document referred to in subsection (1) that has been annexed to the annual return is in a language other than the English language or the Irish language, there shall be annexed to each such document a translation of it in the English language or the Irish language certified in the prescribed manner to be a correct translation.
(4) Every document annexed to the annual return in accordance with subsection (1) shall cover the period—
(a) in the case of the first annual return to which such documents are annexed — since the incorporation of the company, and
(b) in any other case — since the end of the period covered by the statutory financial statements annexed to the preceding annual return,
and shall be made up to a date falling not more than 9 months before the date to which the annual return is made up.
(5) If a company fails to comply with subsection (1), (3) or (4), the company and any officer of it who is in default shall be guilty of a category 3 offence.
(6) In subsection (5) “officer” includes any shadow director and de facto director.
Documents to be annexed to annual returns: certain cases
348. (1) Where a holding company that prepares Companies Act financial statements has availed itself of the exemption in section 299 (subsidiary undertaking of higher EEA holding undertaking) and does not prepare group financial statements because it has relied on the following consolidated accounts and annual report prepared by a higher holding undertaking in which it and all of its subsidiary undertakings are consolidated, the holding company shall annex to its annual return a copy of the following documents:
(a) the consolidated accounts referred to in section 299 (4)(a);
(b) the consolidated annual report referred to in section 299 (4)(b); and
(c) the report of the person responsible for auditing the consolidated accounts referred to in section 299 (4)(a).
(2) Where a holding company that prepares Companies Act financial statements has availed itself of the exemption in section 300 (subsidiary undertaking of higher non-EEA holding undertaking) and does not prepare group financial statements because it has relied on the following consolidated accounts and any annual report prepared by a higher holding undertaking in which it and all of its subsidiary undertakings are consolidated, the holding company shall annex to its annual return a copy of the following documents:
(a) the consolidated accounts referred to in section 300 (4)(a);
(b) any consolidated annual report referred to in section 300 (4)(b); and
(c) the report of the person or persons responsible for auditing the accounts referred to in paragraph (a), being the person or persons mentioned in section 300 (4)(c).
(3) Where a holding company that prepares IFRS financial statements has availed itself of the exemptions in IFRS and does not prepare group financial statements because it has relied on consolidated accounts and an annual report prepared by its higher holding undertaking in which it and all of its subsidiary undertakings are consolidated, the holding company shall annex to its annual return a copy of the following documents:
(a) the consolidated accounts on which it has so relied;
(b) the consolidated annual report of the higher holding undertaking; and
(c) the report of the person or persons auditing those accounts on those accounts and that annual report.
(4) Where a company has relied on the exemption in section 316 (1) regarding information on related undertakings, the company shall annex to the annual return to which the statutory financial statements referred to in that provision are annexed the full information concerned, that is say—
(a) the information referred to in section 316 (1), and
(b) the information referred to in section 314 (1) and (2), not falling within paragraph (a), that it would have disclosed in the notes to those statements but for its reliance on that exemption.
(5) Where any document required to be annexed to the annual return by this section is in a language other than the English language or the Irish language, there shall be annexed to the copy of that document delivered a translation of it into the English language or the Irish language, certified in the prescribed manner to be a correct translation.
(6) If a company fails to comply with any of subsections (1) to (5), the company and any officer of it who is in default shall be guilty of a category 3 offence.
(7) The reference in subsection (1), (2) or (3) to a copy of a document is a reference to a copy that satisfies the following conditions:
(a) it is a true copy of the original save for the difference that the signature or signatures on the original, and any date or dates thereon, shall appear in typeset form on the copy; and
(b) it is accompanied by a certificate of a director and the secretary of the company, that bears the signature of the director and the secretary in electronic or written form, stating that the copy is a true copy of the original (and one such certificate relating to all of the documents mentioned in subsection (1), (2) or (3), as the case may be, suffices and the foregoing statement need not be qualified on account of the difference permitted by paragraph (a) as to the form of a signature or of a date).
(8) In subsection (6) “officer” includes any shadow director and de facto director.
First annual return: exception from requirement to annex statutory financial statements
349. Notwithstanding anything to the contrary in this Act, a company shall not be required to annex statutory financial statements, or the other documents referred to in section 347 (1), to the first annual return falling to be made by the company after it is incorporated.
The text in italics on this page is sourced from the Irish Statute Book and is re-published under the Licence for Re-Use of Public Sector Information made pursuant to Directive 2003/98/EC Directive 2013/37/EU of the European Parliament and of the Council on the re-use of public sector information transposed into Irish law by the European Communities (Re-Use of Public Sector Information) Regulations 2005 to 2015.