Annual Return - Form B1

Your company, whether trading or not, is obliged to file an Annual Return every year at the Companies Registration Office not later than 28 days from its statutory annual return date (ARD). The annual return sets out certain prescribed information in respect of the company. We can provide a secretarial service and look after the filing of your company's annual returns on a yearly basis.

A company’s annual return is required to be made up to a date every year which is no later than the company’s Annual Return Date and to be filed with the CRO within 28 days of the date to which it has been made up.

A new company’s ARD is the date six months from its date of incorporation. Although not statutorily required to do so, the CRO has a policy of sending an ARD reminder to each company at its registered office in advance of the company’s ARD every year.

Where accounts are required to be attached to the annual return, the return filing deadline is either:

• The company's ARD plus 28 days
• The company's financial year end plus 9 months and 28 days - whichever is the earlier

The annual return is a document B1 which, shows details of the registration number, registered office address, authorised and issued share capital, members and any share transfers in the preceeding year, directors and their details and the company secretary. The annual return is made up to fourteen days after the AGM and must be filed with the Registrar with the accounts. An annual return is required to be delivered by an Irish company, whether trading or not, to the CRO once at least in every calendar year.

Should a company fail to file its annual return and accounts, the Registrar of Companies may have the company struck off. Then the company ceases to exist and any assets become the property of the State.

Company Secretarial Service

As your company secretary we can also offer the preparation and submission of the annual return, showing the details of the directors, secretary, shareholders and any share transfers that occurred during the previous year. We can complete and submit your annual return online to the Companies Registration Office.

Annual Return filing obligation

Every company, whether trading or not, is required by law to file an annual return with the CRO once at least in every year. This Form B1 is a document setting out certain company information. The documents generally required to be attached to an annual return of a limited company are the following:

• A copy of the balance sheet
• A copy of the profit and loss account
• A copy of the directors’ report
• A copy of the auditor’s report

Certain exemptions from these requirements are available to small and medium-sized companies as defined by the Companies Acts 1963-2009.

The annual return is required to cover the period up to a date not later than the company's 'annual return date'.

The annual return must normally be delivered to the Registrar within 28 days of the annual return date. Where a company fails to do so, the company, every officer of the company (including every director) who is in default and any person in accordance with whose directions or instructions the directors of the company are accustomed to act and to whose directions or omissions the default is attributable, is in breach of their obligations under the Companies Acts.

The penalties for failure to file an annual return or late filing include late filing fines, prosecution and the striking off the register of the company. Where a company is struck off as a consequence of failing to file an annual return the liability, if any, of every director, officer and member of the company continues and may be enforced as though the company had not been dissolved.

The following information must be provided to the Registrar in companies' annual returns:

• Company Name
• Company registration number- provided by the Registrar on incorporation
• Date that the return is made up to
• Financial period covered by the return
• Registered office address
• Other addresses are required if statutory registers are not kept at the registered office
• Company secretary's name and address
• Details of any political donations made by the company
• Authorised share capital
• Issued share capital
• An analysis of issued share capital between shares paid for in cash and shares paid for otherwise than in cash
• List of members
• List of persons who have ceased to be members since the last return
• Details of shares transferred since the last return
• Directors' names
• Directors' dates of birth
• Directors' nationality
• Directors' residential address
• Directors' occupations
• Details of directors' other directorships

The following information must be annexed to the annual return by companies:

• Profit and loss account
• Balance sheet
• Notes to the financial statements
• Directors' report

Where a company does not qualify for audit exemption the following additional accounting information is required.

• An auditor's report
• Certification that the financial statements and the auditor's report submitted are a true copy of those presented to the members of the company

Audit Exemption

The company accounts must be audited unless the company is entitled to an Audit Exemption.  If an annual return is filed late, the company, as a matter of Irish law, loses its entitlement to claim the audit exemption, not just in the current year but in the following year as well.