The Companies Registration Office has re-commenced enforcement proceedings for companies that have annual returns and financial statements outstanding. The CRO are focusing on companies that have the most annual returns outstanding. The CRO are giving companies 10 weeks from the date of the letter to bring its filing obligations up to date. See below copy of the letter being issued.
If the company wants to avoid being prosecuted or struck off the register it will have to file all outstanding annual returns and audited (in most cases) financial statements and pay all late filing penalties.
Companies may apply to the District Court for an extension of time to avoid paying the late filing penalties and retain the audit exemption (only if it was entitled to claim the exemption for the first late return), however they will have to act very quickly before the 10 week notice period elapses.
Prosecution of Directors and Companies
The letter sets out the consequences of the enforcement proceedings the CRO may take including:-
- Prosecute companies and directors in Court for failure to file with a penalty of up to €5,000 for each offence
- The CRO may seek the intervention of the High Court
- The CRO may strike off the company
Directors of companies struck off may face disqualification proceedings in the High Court taken by the Corporate Enforcement Authority
Any director of a company that has a late annual return should be made aware of the enforcement proceedings and take the necessary steps to bring the company up to date as soon as possible.
If you require assistance with filing annual returns or applying to the District Court, please feel free to contact us.
SAMPLE CRO ENFORCEMENT LETTER
LIMITED
DROGHEDA,
LOUTH,
Ireland
31-Jul-2023
ENFORCEMENT WARNING LETTER
Company Name: LIMITED
Company Number:
Dear Sir / Madam,
Our records indicate that the last annual return submitted by the above company was made up to:
CRO records show that the above company is in default of its annual return filing obligations and is therefore open to a range of enforcement measures by this Office such as Involuntary Strike off, Company and/or Director Prosecutions or Section 797 (High Court) action against the company and its directors.
In particular, a company which has not filed an annual return in respect of any ONE year is eligible to be STRUCK OFF the register and DISSOLVED.
Because the applicable filing deadline has now passed without the return having been delivered, a late filing penalty is accumulating on a daily basis on account of that default. The late filing penalty begins at €100 on the 57th day after your company’s ARD and accumulates at €3 per day as long as the return remains un-filed, up to a maximum of €1,200 for any outstanding return. For more information please refer to CRO Information Leaflet No. 23 which can be downloaded from the CRO website https://www.cro.ie/Publications/Publications/Information-Leaflets .
Please note from 1st June 2017, all annual returns (form B1) and financial statements must be filed with the CRO online. Filing fees must be paid by debit/credit card or Customer Account. Documents can be filed online at https://core.cro.ie or through a software package.
In the event that your company is selected for strike-off, one warning notice only will issue to the registered office of the company and at the same time to the directors of the company as recorded in the office of the Registrar. The protection of limited liability will be lost with effect from the date of strike off, and any assets of the company will vest in the Minister for Public Expenditure and Reform by operation of law.
It is also open to this Office to 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. The Registrar may without further warning institute court proceedings in respect of non-compliant companies and their directors.
Under Section 797 of the Companies Act 2014, the Registrar may seek the intervention of the High Court to secure compliance by the company and its officers with its annual return filing obligation.
On the expiry of 10 weeks from the date of this letter, this Office will commence ENFORCEMENT ACTION against the above company unless the outstanding annual return/s has/have been filed with this Office.
If your company has already filed its annual return(s) by the time it receives this letter, you may disregard the letter and the Office would like to thank you for your co-operation.
Please note that in order to avoid any such enforcement action against the company/directors, you should ensure that the company’s annual returns are filed in the CRO without further delay.
If you are unsure about annual return requirements, it is advisable that you contact your professional advisers immediately.
Companies who are late filing annual returns may apply for an extension of time to file under section 343 of the Companies Act 2014. For further detail on how to make this application please refer to Information Leaflet no. 39 on our website www.cro.ie .
Yours faithfully,
Sean Smith, Assistant Registrar
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