Filing the annual return with financial statements is just one element of the Annual Company Secretarial Compliance requirements for a company. We have set out the main requirements that a company should consider keeping the company compliant with company law below and some points to consider for each step.
September to November is the busiest time of year for Company Secretaries who look after filing annual returns for companies. 30th September is the most common Annual Return Date (“ARD”) for companies because it is the latest ARD a company can have its annual return with a 31 December financial year end.
Annual Return Date
As mentioned above, every company has an ARD and must file an annual return with financial statements (unless it’s the first B1 or extending the ARD) within 56 days of the ARD. If the company files late then it will have to pay late filing penalties and potentially lose audit exemption.
A company may file its annual return earlier than its ARD and it will have to tick “retain” (to keep the existing ARD), to keep the original ARD or tick “change” which will change the ARD going forward to the date of the return being filed.
A company may extend its ARD, once every 5 years, to give it more time to file. However it cannot extend the ARD more than 6 months from the original ARD and no more than 9 months from the financial year end.
The company will file a B1B73 form made up to the existing ARD and nominate a new ARD. When the new ARD comes around, the company will have to file another B1 made up to the new date with financial statements.
Missed deadlines
If a company misses its filing deadline the Company will have to pay late filing penalties of €100 plus €3 per day for every day the return is late up to a maximum of €1,200.
If the annual return is rejected due to some error, the Company will have 14 days to refile the B1 and the financial statements otherwise it will be deemed to be late. A company may apply to the District Court for an extension of time to file the late annual return, once that late return has not yet been filed.
B1 Annual Return
The B1 Annual Return provide an annual statement to the CRO of information on the directors, secretary and members (shareholders) of the Company as at the ARD.
Directors are required to disclose their PPSN when filing the B1 form and if they do not have a PPSN, a IPN number must be used.
The financial statements must be uploaded before the signature page is generated so it is important that it is not left to the last minute to give the director and secretary time to sign the signature page.
Once filed, the B1 signature page must be signed by a director & secretary or e-signed by an Electronic Filing Agent on behalf of the Company.
Financial statements
Every company is required to file financial statements with its B1 Annual Return unless it is a non-designated Unlimited Company or the Company is filing its first B1 (after 6 months) or a B1B73 form (extending ARD).
The format of the financial statements will depend on the size requirements of the Company and whether the Company is availing of any exemptions such as abridgement or Section 357 Guarantee for Group Companies.
The financial statements may be typed signed and uploaded in PDF.
Board Meeting to Approve Financial Statements
It is the responsibility of the Board to approve the financial statements for a company. The meeting should be held before the financial statements are filed in the CRO. The board should also resolve to convene the AGM and if availing of audit exemption for the next financial year.
AGM
Every company is required to hold an Annual General Meeting in each calendar year or pass a written resolution to dispense with holding the AGM (only LTD’s and single member companies may use a written resolution).
The AGM must be held within 15 months of the last AGM and the financial statements laid before the members within 9 months of the financial year end.
The temporary measures allowing companies hold AGM’s electronically (introduced in the Companies Covid-19 Act) have been extended to 31 December 2023.
Update Statutory Register
Every company is required to maintain a statutory register and keep the register fully up to date. If there is a change in directors or members, the Register should be updated to reflect the change. The registers include:
- Register of Members
- Register of Directors’ & Secretaries
- Register of Directors’ & Secretary’s Interests in Shares or Debentures
- Register of Service Contracts
- Register of Interests in Contracts
- Register of Instruments which create charges
- Register of Allotment & Transfer (not statutory registers)
RBO Filing
Every company is required to make an initial filing with the Central Register of Beneficial Ownership. New companies must make a filing within 5 months from the date of incorporation. If there is any change in the beneficial ownership details the internal and Central Register should be updated within 14 days of the change. There is no annual requirement to make a filing with the RBO.
Other changes
If there are any changes that gives rise to a change in the corporate structure of the Company, the change should be approved by the directors and/or the members (shareholders) of the Company. The statutory register should be updated and if necessary the appropriate CRO forms are filed with the Companies Registration Office and/or Revenue and the RBO.
If you require assistance with filing annual returns or changes in a company, please feel free to contact one of the team on 059-9186776.
NB: The content of this article is provided for information purposes only and does not constitute legal or other advice.
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