Every company, whether trading or not, is obliged to file an Annual Return (Form B1) with the Companies Registration Office (CRO) at least once in every calendar year.
Every company in existence on 1 March 2002 was assigned an Annual Return Date (ARD) by law. A new company’s ARD is the date six months after the date of incorporation. A company’s ARD in future years is 12 months from its previous year’s ARD.
An Annual Return must be received by the CRO not later than 28 days after a company’s ARD. If the 28 day filing deadline falls on a Saturday, Sunday or public holiday, the 28 day period is extended to the next working day.
The Companies Registration Office is actively pursuing companies who are failing to submit their Annual Returns within the prescribed time limits. Failure to file an Annual Return on time can result in the imposition of a late filing penalty, prosecution of the company and/or its directors, the loss of audit exemption and the possible involuntary strike off and dissolution of the company.
Late filing penalty
A late filing penalty of €100 with a daily penalty of €3 accruing up to a maximum of €1,200 per Annual Return. This penalty is in addition to the standard filing fee of €40 per Annual Return. Late filing penalties are not tax deductible.
In addition, an on-the-spot fine may be imposed by the CRO where the company has a record of persistent late filing and/or summary prosecution of the company and/or any officer in default. Fines of up to €1,904.61 can be imposed on a conviction for breach of the Annual Return filing requirements.
A company may be struck off the Register of Companies and dissolved for failure to file an Annual Return. If a company is struck off, the assets of the company become vested in the Minister for Finance, 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. Any person, who was a director of a company at the date of sending to that company of a strike off notice due to the non-filing of Annual Returns, may be disqualified from acting as Director by the High Court, where the company is struck off leaving outstanding liabilities. Such an order may be made by the High Court on the application of the Office of the Director of Corporate Enforcement.
Where a company is struck off, an application for restoration may be made on the prescribed form by the company before the expiration of twelve months after publication of strike off notice. A fee of €300 must also be paid to the Companies Office along with all late filling fees.
Failure to act within the twelve month period will require the company to petition the High Court, a long and costly procedure, before permission is granted to be restored to the register.
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Please call Noel Murphy today on 021-4310266 if you need further information on Companies Office Annual Return penalties or a free consultation.