Filing an annual return is a legal obligation for every company registered in Ireland.  This is a requirement even if the company hasn’t generated a profit or hasn’t started trading.

There is an obligation on the company officers, being the Directors and Secretaries, to ensure that the annual return is correctly filed with the Companies Registration office.

Failure to comply with this regulation can have serious implications including:

1. Late filing fees
2. loss of audit exemption for two years.
3. Strike off and dissolution of the company
4. Prosecution of the Company and/or its Director

For further information, please click link: CRO – Annual Return – Missed Deadlines

An annual return, also known as Form B1, is a document that every company registered in Ireland must file with the Companies Registration Office (CRO) every year.

An Irish company’s first Annual Return is due within six months of incorporation. No accounts are required with the first Annual Return.

All subsequent Annual Returns must be filed every twelve months.

For second and subsequent annual returns, companies are required to file their annual return or B1, along with their financial statements, within 56 days of the ARD.

An Annual Return Date (ARD) of a company is the latest date to which an annual return must be made up.

An Annual Return Date (ARD) must be filed no more than nine months from the financial year end. For example, if the Irish company has a 31^st December year end, their latest annual return date would be 30th September.

The Annual Return date can be changed from the second Annual Return onwards but no more than once every five years.  A company cannot, however, extend the ARD more than six months from the original ARD and no more than nine months from the financial year end.  The ARD can be set to a later date by filing Form B1B73.  For further information, please click: https://www.cro.ie/en-ie/Annual-Return/Financial-Year-End-Date

The annual return must accurately reflect the company’s details as of the Annual Return Date and include information about the company directors, secretary, registered office, share capital, shareholder details as well as confirmation that the financial statements are attached.  Since 11^th June 2023 Directors are required to disclose their PPS numbers when filing the B1 form and if they do not have a PPSN, RBO numbers and/or VINs can be used.

It is the responsibility of the Board to approve the financial statements for a company. Therefore, it is advisable that a meeting should be held before the financial statements are filed in the CRO.

To file an Annual Return:

1. Complete the B1 Form through CORE or an approved software package.
2. Upload the signed financial statements and/or other required documents in PDF.
3. Download a signature page or request signature page by email.
4. It’s important to keep in mind that the signed financial statements must be uploaded before the signature page is generated.
5. The signature page must be signed by two company officers e.g. one Director and one Secretary. In other words, it cannot be the same person.
6. The signature page cannot be digitally signed.
7. There is an option for an Electronic Filing Agent to sign on behalf of the company. To do this, a Form B77 must be filed.
8. There is an online filing fee of €20.

For further information, please click: https://www.cro.ie/en-ie/Annual-Return/Filing-Electronically

Central Register of Beneficial Ownership

All Irish companies now have a statutory obligation to file their Beneficial Ownership information with the Central Register of Beneficial Ownership within five months from the date of incorporation.

For existing companies, if there is any change in the beneficial ownership details, the Central Register of Beneficial Ownership must be updated within fourteen days of the change.

Unlike the B1 Annual Return above, there is no requirement to make an annual filing with the RBO.

Please be aware that the information contained in this article is of a general nature.  It is not intended to address specific circumstances in relation to any individual or entity. All reasonable efforts have been made by Accounts Advice Centre to provide accurate and up-to-date information, however, there can be no guarantee that such information is accurate on the date it is received or that it will continue to remain so.. This information should not be acted upon without full and comprehensive, specialist professional advice.