Know the CRO requirements for filing returns
Q I have recently started my own company and I am unsure what I am obliged to do to be compliant with all Companies Registration Office requirements.
A Firstly congratulations on commencing your new venture. We will now run through the key requirements for a company from the Companies Registration Office (CRO) point of view.
THE ANNUAL RETURN
First and foremost every company registered in Ireland has to file an annual return with the CRO every year. Missing the filing deadline for a company's annual return can be a costly mistake for that company. An annual return is required to be delivered by a company whether trading or not.
What kind of information does it contain? The annual return form (Form B1) contains certain information in respect of the company, such as the registered office, secretary details, directors' details, members' details, changes in shareholders since the last annual return and share capital details. Generally the Form B1 must also be accompanied by the accounts for the company.
The accounts should be to a date which is not earlier, by more than nine months, than the date to which the return is made up to. An exception to the rule regarding having to file accounts with the annual return is when a company is filing its first annual return. This first annual return is required to be made up to a date not later than six months after the incorporation of the company.
When must I file my annual return? Each company has an Annual Return Date (ARD) allocated to it. You can check your company's ARD on the CRO website at www.cro.ie. An ARD of a company is the latest date to which an annual return must be made up to. The annual return must then be filed with the CRO within 28 days of the date to which it is made up.
To ensure your ARD suits your company you can change it. You can either bring it forward to an earlier date or extend it to a later date. You may not need to file full accounts with the CRO. Generally small, private companies (as defined by the Companies Acts) do not have to file full accounts. They do not have to file the directors' report or a profit and loss account.
The consequences of failure to file an annual return or filing an annual return late are severe and include the imposition of late filing fees (which can increase to a maximum of €1,200 per return), the loss of audit exemption for accounts, possible prosecution of the company and/or its directors and possible involuntary strike off and dissolution of the company.
There are a number of other returns that companies are required to submit to the CRO within specified time limits. These include, but are not limited to, the following:
- Form B10 Change in director or secretary details;
- Form B2 Change in the situation of the registered office of a company;
- Mortgages and charges;
- Form B5 Return of Allotments;
- Form G1Q Special Resolution Change of Company Name;
- Type of company change.
If you would like to discuss any of the above, please do not hesitate to contact RDA Accountants' Audit & Compliance Manager Kevin O' Donnell FCCA at our Wexford office for further assistance.