Annual Return
CRO Leaflets
Information Leaflet No. 23
Annual Return and Financial Statement
Requirements including Audit Exemption
INFORMATION LEAFLET NO. 23 / MAY 2016
Annual Return
1.1 What is an annual return?
Section 342 of the Companies Act 2014 (s.342, CA2014) requires a company to file an annual return
with the CRO each year. An annual return is made up of a Form B1 and the documents required by
CA2014 to be annexed to the B1 which for the majority of companies are the Financial Statements.
The company must complete the information fields on the B1 form in order to give the public an
annual snapshot of the company at the date of the annual return. For the filing of an annual return
to be complete, the company must attach the Financial Statements or other documents required by
CA2014 to the B1 form along with the filing fee
The first annual return is due exactly 6 months after incorporation, this first B1 form does not require
Financial Statements to be attached. A company must file an annual return every year thereafter.
1.2 Where do I get the B1 form?
A paper B1 form can be downloaded from the Publications section on the CRO website – www.cro.ie.
The B1 can also be filed electronically on CORE, CRO’s on-line filing system at https://core.cro.ie, or
through a secretarial software package which are generally used by professional filing agents.
1.3 What is an ARD (Annual Return Date)?
Companies have a statutory Annual Return Date (ARD). That is the latest date in the year that the
annual return can be made up to. The ARD in any year is the anniversary of the ARD in the previous
year unless the company changes it in accordance with CA2014.
When a company is incorporated, it is given a date exactly 6 months later on which it must file its first
annual return. The first (6 month) return only requires a Form B1 to be filed – no Financial Statements
are required. Once the company files its first (6 month) return, its ARD will move forward a year and
this is the next date on which it must file an annual return. This date is usually eighteen months after
the date of incorporation and becomes the company’s ARD.
1.4 What is the deadline for the delivery of an annual return to the CRO?
The annual return must be delivered to the CRO, or filed electronically, no later than 28 days after a
company’s ARD.
A company may file its annual return early by making the return up to an earlier date and ticking the
box on the B1 form to retain its existing ARD. If the company is making the return up to an earlier
date, the return must be filed within 28 days of this earlier date. The first (6 month) return cannot be
filed early and must be made up to the ARD.
1.5 What happens if an annual return filing deadline falls on a non-working day?
CA2014 provides that where the time limited by any provision of the Act for the doing of anything
expires on a Saturday, Sunday or public holiday, the time so limited shall extend to and the thing may
be done on the first following day that is not a Saturday, Sunday or public holiday. Therefore, if a filing
deadline falls on a non-working day, the deadline moves on to the next working day.
1.6 What is the “nine month rule”
Apart from its first (6 month) return, a company must attach Financial Statements to all future annual
returns. The financial year-end of those Financial Statements must not be more than nine months
before the date the B1 is made up to.
1.7 How does a company change its ARD?
The company cannot alter the date of its first annual return date (6 months after incorporation).
After the first (6 month) return date, a company can move the subsequent ARD to a later date or to
an earlier date.
1.7.1 Extending an ARD by up to six months
A company may have an ARD that is not nine months from its financial year end date and it may wish
to move the ARD forward or backward to obtain the full nine-month gap that is permitted by law.
CA 2014 allows a company to extend its ARD by up to six months by filing a Form B73 with the CRO:
• The Form B73 may only be filed once in every five years.
• The Form B73 must be filed with a Form B1 which is ON TIME.
• No Financial Statements are required to be filed with this B1.
• The change in ARD arising from filing a Form B73 should not result in there being more than nine
months between the end of the previous financial year and the ARD.
• Form B73 cannot be filed with the company’s first annual return after incorporation (the six-month
return) as this would only shorten the time available to file the first full annual return with Financial
Statements.
After filing a form B73 with the CRO, the company should check that it has been registered and the
ARD moved on. Otherwise the company could miss its filing deadline resulting in late filing penalties
and loss of audit exemption.
1.7.2 Moving an ARD to an earlier date:
To move an ARD to an earlier date the company can enter the required date on the form B1 at
“Return made up to” and tick the box on the B1 to CHANGE its ARD to the same date for next year
(s.346, CA 2014).
Once received by the CRO, this will allow the company’s ARD to be changed for the following year
from the currently recorded ARD to the “Return made up to” date on the B1. A B1 made up to a date
earlier than its ARD must be filed not later than 28 days after the “Return made up to” date on the B1
to be on time. Financial Statements are required with the B1 made up to the earlier date.
1.7.3 How to obtain extra time to file an annual return without changing the ARD
If a company requires extra time to file its annual return, an application for an extension of time to file
may be made by the company (on notice to the CRO) to the District Court for the district where the
registered office of the company is located, or to the High Court (s.343(5), (6) and (7) CA 2014).
Where granted by Court Order, extra time to file may be availed of by the company and no late
penalties or loss of audit exemption would apply in the year(s) to which the Court Order applies, as
long as the terms of the Order are complied with. The Court Order must be delivered to the CRO
within 28 days or such longer period as the Court may allow.
Only one Court Order can be sought in respect of each annual return.
1.8 What happens if an annual return is filed late?
An annual return must be delivered to the CRO, or filed electronically, not later than 28 days after the
“Return made up to” date on the B1.
Where the company files the B1 electronically (e-B1), it obtains a further 28 days from the date
the e-B1 is submitted to deliver the B1 and Financial Statements to the CRO. This does not mean
that a company filing an e-B1 has a total of 56 days from its ARD to file, as the second 28 days is
determined by the date the e-B1 is submitted electronically.
Failure to file an annual return on time will result in the immediate imposition of late filing penalties
and loss of audit exemption:
Late Filing Penalties:
A late filing penalty of €100 becomes due in respect of an annual return on the day after the expiry of
the filing deadline, which deadline is 28 days after the “Return made up to date” on the B1 form, with
a daily penalty of €3 accruing thereafter, up to a maximum penalty of €1,200 per return. This penalty
is in addition to the standard filing fee of €40 for a paper B1 or €20 for an electronic B1.
Loss of entitlement to claim Audit Exemption
If a company’s annual return is not filed on time, the company cannot avail of the audit exemption in
the current year or in the following year and must file audited Financial Statements in both years.
1.9 What happens if an annual return is found to contain errors? (“Section 898
Notice”)
Section 898 Companies Act 2014 provides that on receipt of a non-complying document, the
Registrar may serve on the person delivering the document a Notice stating in what respects the
document is non-complying. If a fully compliant document is delivered to the CRO within 14 days of
the Notice, it will be deemed to have been received in the CRO on the delivery date of the original
non-complying document.
If a fully correct document is not received by the CRO within 14 days, the original document shall be
deemed not to have been delivered to the Registrar. This will, most likely, result in the re-submitted
document being late resulting in late penalties and loss of audit exemption.
See Appendix 7 for a list of common errors to avoid when filing annual returns.
1.10 What enforcement measures are taken by CRO where an annual return is
overdue.
In addition to late filing penalties and loss of audit exemption, filing a late annual return affects a
company’s compliance history and could result in it being selected by the CRO for enforcement
measures such as involuntary strike-off or prosecution:
Involuntary Strike off
A company which fails to file an annual return in respect of any one year may be struck off the
Register and dissolved. In the event that a company has an annual return outstanding, one statutory
warning is issued by the CRO to the registered office of the company. This is known as “Involuntary
Strike-off”.
If a company is struck off, the assets of the company become vested in the Minister for Public
Expenditure and Reform, and if the business continues to trade, the owners will no longer enjoy the
benefit of limited liability and so are personally responsible for any debts incurred so long as the
company remains dissolved.
High Court Order
The Registrar is empowered, after the expiry of a period of 56 days following the issue of a notice to
a company and/or its directors, if the outstanding annual return(s) have not been filed at the end of
that period, to apply to the High Court for an order directing the company and its officers to file the
return(s) within such period as the court may specify and directing that the costs of the application be
borne by officers of the company.
Prosecution of Directors
If a company fails to file its annual return in compliance with the Act, the company and all its officers
who are in default are liable to enforcement measures as it is a category 3 offence (see appendix 8).
Furthermore, the Director of Corporate Enforcement (ODCE) may apply to the High Court for an
order disqualifying the company’s directors from acting as director, or having any involvement in the
management of any company, together with an order for the legal and other costs incurred by the
ODCE in bringing such an application. If a company and its directors wish to avoid being considered
for enforcement action, care should be taken to deliver the company’s annual returns to the CRO
correctly and on time.
Filing an Annual Return Electronically (S.344 CA 2014)
CRO encourages companies to file their annual returns electronically as filing on-line is cheaper,
easier and faster:
• the filing fee for an e-B1 is €20 compared to €40 for a paper annual return,
• a company that files an e-B1 receives an additional 28 days in which to complete the filing with
the CRO (Note: the additional 28 days start on the date the e-B1 is submitted, not the ARD),
• a company that signs its e-B1 form with ROS signatures, uploads PDF Financial Statements and
pays the filing fee by credit/debit card or uses a Customer Account has filed a fully electronic
Annual Return and does not need to send any paper documents to the CRO.
2.1 Filing a B1 electronically on CORE – www.core.ie
To file electronically on CORE you must first register as a new user. Once you are registered you
can log in and go to “File a Form”, select your B1 and complete the form. There are links on CORE
to help you if you encounter any difficulties when filing online. The B1 form must be submitted
electronically not more than 28 days after the “Return made up to” date on the B1. Once submitted,
the company has 28 days to digitally sign the B1 and upload the Financial Statements or deliver the
signature page, fee and financial statements to the CRO.
2.2 Filing a B1 electronically through a Secretarial Software Package
In addition to filing electronically on CORE a company can file through a secretarial software package
(generally used by professional filing agents). Agents who use software packages should contact their
software vendor directly for information in relation to technical issues, upgrades of these systems etc.
2.3 Filing Financial Statements electronically
Financial Statements presented to the CRO do not need to carry the manuscript signatures of
Directors or Auditors. Instead, Financial Statements filed with the CRO must contain:
• the typed name(s) of the Director(s) who signed the Financial Statements on behalf of the Board
of Directors,
• the typed name of the Auditor (where applicable), and
• the date each document was signed on.
This means that, in addition to filing the e-B1 form online, a company can now upload its Financial
Statements as a PDF attachment to the e-B1 in your Workspace in CORE, in much the same way as
you can attach a document to an e-mail.
2.4 Signing the e-B1 Form and filing a fully electronic annual return with the CRO
A B1 Form must be signed by a Director and Secretary of the company, (not being the same person).
As the certification for the Financial Statements is contained in the e-B1, when you sign the e-B1 you
are also certifying the Financial Statements (see also paragraph 2.5 about Electronic Filing Agents).
When you are filing your e-B1 online, you will be asked to choose how you wish to sign the form. You
can choose not to sign the e-B1 form digitally by ROS (Revenue Online System) in which case you
will receive a signature page which you print, have signed by a Director or Secretary and deliver to
the CRO.
You can then either –
• upload the Financial Statements as a PDF attachment on your Workspace in CORE (in which
case you do not need to send hard copies of the Financial Statements to the CRO), or
• you send hard copies of the Financial Statements to the CRO along with the e-B1 signature
page.
You can also opt to sign the form digitally with a ROS signature (Revenue Online System). The
company can then either upload PDF Financial Statements (Workspace in CORE) or print off a Patch
Page (available after you digitally sign the form) to send in with the Financial Statements. More
details on ROS can be found on CORE or on www.revenue.ie
You can also opt to pay the filing fee electronically by Credit/Debit Card or from a CRO Customer
Account.
2.5 Electronic Filing Agent (EFA)
An EFA can register with the CRO by filing a J1a Form. The company can then authorise the EFA by
filing a B77 Form.
It is possible for an EFA to file the B1 form and sign the form on behalf of a company. However,
when an EFA signs a B1 on behalf of a company they cannot certify the Financial Statements. In that
case, a separate paper Account Certification is required to be signed by a Director and Secretary of
the company. This certificate can be downloaded from the CRO website – www.cro.ie.
District Court Rules
Applications to extend time for delivery of annual return under section 343 of the Companies Act 2014
: S.I. No. 256 of 2015
1. (1) These Rules, which shall come into operation on the 1st day of July, 2015, may be cited as the District Court (Companies Act 2014) Rules 2015.
(2) These Rules shall be construed together with the District Court Rules 1997 (S.I. No. 93 of 1997) and all other District Court Rules.
(3) The District Court Rules as amended by these Rules may be cited as the District Court Rules 1997 to 2015.
2. The District Court Rules 1997 (S.I. No. 93 of 1997) are amended by the insertion immediately following Order 93A of the following Order:
“Order 93B
Applications to extend time for delivery of annual return under section 343 of the Companies Act 2014
1. In this Order, the “Act” means the Companies Act 2014 (No. 38 of 2014); the “Registrar” means the Registrar of Companies.
2. (1) An application to the Court for an order under section 343(5) of the Act by a company for an order extending the time for the purposes of section 343(2) or section 343(3) of the Act in which the annual return of the company in relation to a particular period may be delivered to the Registrar shall be preceded by the issue by the applicant of a copy of a notice of application in the Form 93B.1, Schedule C.
(2) An application under this Order may be heard and determined on affidavit, which may be in the Form 93B.2, Schedule C, modified to the circumstances of the case.
(3) The notice of application shall-
(a) set out the name, registered number and location of the registered office of the applicant (and that the registered office is within the court district in which the application is made);
(b) set out the company’s annual return date;
(c) specify the date up to which the Court is asked to extend the time in which the annual return of the company in relation to a particular period may be delivered to the Registrar of Companies;
(d) include a statement that no previous order has been made by the District Court under section 343(5) of the Act in respect of the applicant as respects the period to which the annual return which is the subject of the application relates.
(4) An affidavit relied on in an application under this Order shall be sworn by a director or secretary of the applicant and shall-
(a) verify the facts set out in the notice of application;
(b) where the annual return proposed to be delivered has been prepared, exhibit a copy of same (including both the annual return in the form for the time being prescribed by the Registrar of Companies and any financial statements of the company required to be delivered to the Registrar of Companies), or explain why it has not been possible to prepare same;
(c) set out, and verify any facts supporting, the reasons why the annual return was not delivered to the Registrar within the time permitted by section 343(2) or section 343(3) of the Act and set out, and verify any facts supporting, any additional reasons why it is alleged that it would be just to make an order extending time;
(d) exhibit any correspondence between the applicant and the Registrar concerning the application, including in particular any correspondence from the applicant notifying the Registrar of its intention to make the application and any response by the Registrar.
3. (1) The applicant shall serve on the Registrar a copy of the notice of application and copies of any affidavit and exhibits relied on not later than 21 days before the date fixed for hearing the application.
(2) In every case, the original notice of application shall be lodged with the Clerk not later than four days before the date fixed for the hearing of the application.
(3) The applicant shall, when lodging the original notice of application with the Clerk, also lodge a statutory declaration as to service on the Registrar.
4. Notwithstanding rule 2-
(a) the applicant shall be obliged to produce at the hearing of the application any correspondence received from the Registrar which has not been exhibited to any affidavit;
(b) the Court may allow, or may direct, that evidence on the application be given viva voce and on oath by an officer of the applicant or another person in addition to, or in lieu of, evidence on affidavit.
5. An order extending time in accordance with section 343(5) of the Act shall be in the Form 93B.3, Schedule C, and the applicant shall cause a certified copy of the order to be served upon the Registrar in accordance with section 343(6) of the Act, and on any other person whom the Court directs should be served with a copy of the order.
6. An application under this Order may be brought, heard and determined at any sitting of the court for the court district wherein the registered office of the applicant company is situated.”
3. The Forms numbered 93B.1, 93B.2 and 93B.3 in Schedule 1 shall be added to the Forms in Schedule C of the District Court Rules 1997 (S.I. No. 93 of 1997).
The text in italics on this page is sourced from the CRO website 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.