Every company is required to file a B1 Annual Return and financial statements with the Companies Registration Office in each calendar year (except for first B1 or extending an Annual Return Date (“ARD”). The information filed must be the details of the Company as at the ARD so if there is a changes such as a change of directors or a transfer of shares after that date it should be reflected on the next B1.
Most presenters use CORE (the CRO online filing platform) to file the B1 which has a pre-filled B1 reflecting any changes that have been filed with the CRO in the previous 12 months. The pre-filled form may cause issues if the B1 is not reviewed and updated to reflect changes in the Company and the pre-filled form keeps getting filed every year.
We have set out below some of the most common errors with the B1 form and separately the most common errors with the financial statements.
B1 Annual Return Errors
- Transfer of Shares
One of the most common errors we see on B1 Annual Returns is that the B1 does not reflect a transfer of shares that has happened in the previous 12 months. A transfer of shares does not require the stock transfer form to be filed with the Companies Registration Office so the only way to reflect this is to record the transfer when completing the next B1 after the transfer of shares.
This is often missed (often due to the pre-filled form) and the list of members does not accurately reflect the current members (shareholders) of the company. If there has been a transfer of shares since the last B1, which has been approved by the board and the Register of Members has been updated to reflect the transfer, the next B1 form should be updated to reflect the share transfer.
The B1 will not be rejected because of this issue, however it may cause issues with the Company in the future as the current shareholders on the B1 are not accurate.
- Incorrectly identifying the company as an OMC
The CRO recently introduced a new box to identify Owners’ Management Company (“OMC”). The OMC box is sometimes selected simply because a company owns or manages property. An OMC has a specific meaning under the Multi-Unit Developments Act 2011: it is generally established to own and manage the common areas of a multi-unit development.
OMC’s to which the MUD Act applies should only tick this box. Incorrectly selecting this status can affect how the company appears on the register.
- Not Completing the B1 Filing Process
The B1 form must be completed and the financial statements uploaded and then the form is submitted. The signature page should then be printed, signed, a PDF version of the wet signature page must be uploaded and payment made before the 56-day deadline.
If any of those steps have been missed, then the process is not completed, and the return may be deemed to be late.
- Missing the filing deadline
Every company has an Annual Return Date (“ARD”) and a B1 must normally be filed within 56 days of the ARD. A common error is not realising the current ARD is more than 9 months from the financial year end and when you go to file the B1 the correct ARD is now late.
There are two main reasons for dating the B1 earlier than the ARD (B1 cannot be dated later than the ARD):-
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- The company wants to file its B1 earlier than its ARD; or
- The financial statements would be more than 9 months from the financial year end if filed with the current ARD so the date must be brought back within 9 months of the financial year end
If a company files a B1 earlier than the existing ARD, the company must can decide (by ticking the appropriate box) to retain its existing ARD or change the ARD going forward to the new date.
A late B1 attracts an initial €100 filing penalty and €3 per day thereafter, up to a maximum late fee of €1,200, in addition to the €20 filing fee. Since 16 July 2025, a company generally loses audit exemption for the following two financial years if it files late more than once within a five-year period.
- Signature and certification errors
Typical signature problems include:
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- using e-signatures (such as Docusign) to sign the form as only a PDF version of the wet signatures is allowed;
- an Electronic Filing Agent may sign the B1 annual return but cannot certify the financial statements are a true copy of the original. So a separate certificate signed by a director and secretary is required. (Cert is not required if a director and secretary sign the B1)
- the B1 signature page or overall certificate not being signed;
- only one signature being provided;
- the same individual signing as both director and secretary;
- a person signing who is not recorded as a current officer;
- failing to date the signature page; or
- failing to have the financial statements properly certified.
For a single-director LTD, the company secretary must be a different person, so the sole director cannot sign in both capacities.
- Director PPSN or identity-verification mismatches
CORE verifies each director’s identity information. The B1 may be rejected where there is a mismatch involving:
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- the spelling or order of a director’s name;
- date of birth;
- PPS number;
- Identified Person Number, or IPN;
The name and date of birth must correspond with the official record on the Department of Social Protection. Using the “Known As” box for the first name or surname may also help with matching the information.
- Not monitoring a returned or rejected filing
A B1 submission is not necessarily registered merely because it was submitted and paid for. The presenter should monitor its status and the email address provided.
Where the CRO sends a return back under section 898, a fully corrected return generally must be resubmitted within 14 days to preserve the original delivery date. This normally requires:
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- correcting the B1;
- uploading the financial statements again; and
- generating and signing a new signature page.
If the corrected documents are not submitted within the permitted period, the B1 filing may be treated as a fresh submission and may be deemed to be late.
Financial statements Errors
- Incorrect Financial Statements Uploaded
It is the responsibility of the Company to ensure the correct version of financial statements are filed. Some issues include:-
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- Uploading full financial statements when the company was availing of abridged financial statements;
- Uploading management information as part of the full financial statements;
- Uploading the wrong version of the financial statements (version 2 instead of version 4 uploaded);
- Uploading the financial statements for the wrong company;
- Uploading financial statements for an Unlimited company when it was entitled to avail of the exemption from filing financial statements.
If the financial statements are showing up as “received” on the CRO then the presenter may request the financial statements to be returned. However, if the financial statements are showing up as “registered” then the company must apply to the High Court to have the financial statements removed. We have seen instances where the High Court has refused such applications.
- Financial statements covering the wrong period
The financial period entered on the B1 must agree exactly with the commencement and year-end dates shown in the financial statements.
Problems commonly arise where:
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- the start or end date on the B1 is incorrect;
- the accounts cover a different period from that entered on CORE;
- the financial year-end is later than the B1 made-up-to date;
- there is a gap or overlap with the previous financial statements; or
- the accounts are more than nine months old at the B1 made-up-to date.
- Incomplete financial statements
Depending on the company and the exemptions being claimed, the documents may need to include:
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- balance sheet;
- profit and loss account or income and expenditure account;
- notes to the financial statements;
- directors’ report; and
- auditor’s report.
A frequent mistake is uploading only part of the accounts or omitting the auditor’s report where the company is not entitled to audit exemption.
- Incorrect audit or abridgement exemption statements
Where a company files unaudited or abridged financial statements, the balance sheet must contain the appropriate statutory statements and references required by the Companies Act 2014.
Common problems include:
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- using an outdated exemption statement;
- omitting part of the prescribed statement;
- claiming audit exemption when the company does not qualify;
- claiming the small or micro-company filing exemption without satisfying the relevant size conditions;
- failing to include the required directors’ acknowledgement; or
- using the wrong Companies Act section references.
Summary
The most important pre-filing checks when completing a B1 Annual Return are the deadline, ARD and financial year-end alignment, officer and PPSN details, shares & shareholder information, entitlement to exemptions, statutory wording in the accounts, and valid signatures by two different persons.
NB: The content of this article is provided for information purposes only and does not constitute legal or other advice.
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