Enforcement warning – Annual Return

CRO records showing that a company is in default of its annual return filing obligations is therefore open to a range of enforcement measures such as Involuntary Strike off, Company and/or Director Prosecutions or 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.

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 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, CRO will commence ENFORCEMENT ACTION against the above company unless the outstanding annual return/s has/have been filed.

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.

Companies who are late filing annual returns may apply for an extension of time to file under section 343 of the Companies Act 2014.