CRO Annual Returns Enforcement

Posted in Company Secretarial, CRO, Responsibilities

In July 2023 the CRO started a campaign to have companies comply with legislation by issuing 10 week warning letters to companies whose annual returns have not been filed for several years. They will issue 1000 letters per week until all non-compliant companies later than 12 months have been notified.

If a company is in default of its filing obligations it is open to a range of enforcement measures such as involuntary strike off, company and/or directors prosecutions or a Section 797 High Court action against the company and its directors.

A late filing penalty starts at €100 on the 57th day after a company’s ARD and thereafter at €3 p.d. as long as the return remains unfiled up to a maximum of €1,200 for any outstanding return.

In the event that a company is selected for involuntary strike-off, only one warning notice will issue to the registered office of the company and at the same time to the directors. The protection of limited liability will be lost from the date of strike off and any assets of the company will vest in the Minister for Public Expenditure and Reform.

The CRO may prosecute companies and their directors for failure to file annual returns on time. Companies and directors may receive a conviction in respect of each year that annual returns are outstanding. On conviction, the penalty can be up to €5,000 for each offence. A director with 3 such convictions may be disqualified from acting as a director or having any involvement in the management of any company.

Directors should ensure that their company’s annual returns are filed in the CRO without further delay to avoid any enforcement action.

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