CRO Integrated Enforcement Environment (IEE)

CRO Integrated Enforcement Environment (IEE)

The Companies Registration Office has the legal authority to take a number of enforcement measures against companies that consistently file their annual returns late. The severity of the measures is a reflection of the compliance history of a company.

1) Late filing penalties

Annual returns which are filed late incur an initial late filing penalty of €100 with effect from the expiry of the company’s filing deadline and a further €3 penalty per day there after up to a maximum penalty of €1,200 (the annual return deadline is the annual return date (ARD) plus 56 days, i.e. ARD 30/09/2022, deadline is 25/11/2022, penalties incurred from 26/11/2022)  

2) High Court Order

Where a notice to a company and/or directors to comply with the annual return filing requirements has not been satisfied within 14 days, the CRO may apply to the High Court for:
  1. an order directing the company and any officer thereof to make good the default within such period as the court may specify
  2. an order directing that the costs of and incidental to the application be borne by officers of the company responsible for the default.
The Registrar may use this method to secure the filing of an outstanding return, notwithstanding the prior conviction of the company or its directors for non-filing of annual returns, in the event that any return remains outstanding post-conviction of the company or its directors.  

3) On-the-Spot Fine

A company and/or defaulting person must, within the period of 21 days following the issue of a notice of on-the-spot fine by the Registrar: 
  1. Remedy the default by filing the outstanding annual return(s), and
  2. Make to the Registrar a payment of the amount set out in the notice.
The company/defaulting person will be prosecuted if the terms of the on-the-spot fine notice are not complied with within the 21-day period.

4) Prosecution of Companies and Directors

Companies and directors of companies who fail to file an annual return may be prosecuted under section 865 of the Companies Act 2014. Failure to file an annual return is a ​​​category 3 offence. If a director receives three such convictions they may be prohibited from having any involvement in the management of a company or be disqualified from acting as director.  

5) Involuntary Strike Off

A company, which fails to file an annual return in respect of any one year, may be struck off the register and dissolved. In the event that a company has an annual return outstanding, one statutory warning only is required to be issued by the CRO to the registered office of the company. 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 on dissolution of the company.  The Director of Corporate Enforcement (ODCE) may apply to the High Court for an order, disqualifying the company's directors from acting as director, or having any involvement in the management, of any company, together with an order for the legal costs incurred by the ODCE in bringing such an application and the costs incurred by that Office in investigating the matter.