All Irish companies are required to file an annual return (form B1) with the Companies Registration Office (CRO) regardless of whether the company is trading or dormant. The annual return contains the company’s information, such as the names of directors and their other directorships, company secretary, shareholders, and share capital.
First Annual Return
A company's first annual return is made up to the date which is 6 months after the incorporation date. Financial statements are not required to be appended to a company’s first annual return.
Subsequent Annual Returns
The second annual return date is 18 months after incorporation (12 months after the first return). Financial statements are required to be appended to this return. A company's first set of financial statements must be prepared from the date of incorporation up to a maximum period of 18 months. Subsequent annual returns are due 12 months after the previous return. Each subsequent financial year begins on the date immediately after the last financial year end date and must be for a period of no more than 7 days shorter or longer than 12 months unless a Form B83 is filed to change the year end date. The annual return date can be up to a maximum of 9 months after the financial year end date. The annual return must be filed with the CRO within 56 days of the date to which it is made up. For example, companies with a financial year ending 31st December 2021 generally have an annual return date of 30th September 2022. The signed annual return and financial statements must be filed within 56 days of the annual return date leaving a filing deadline of 25th November.
Changing Annual Return Dates
A company can opt to bring forward their annual return date by filing the return early and requesting to change the annual return date. Companies also have the option of extending the annual return date using a form B73 (nomination of a new annual return date) or form B78A (nomination of a new annual return date for subsidiary companies).
Penalties for Non-Compliance
Failure to file an annual return on time (within 56 days of the annual return date) will result in late filing penalties, as well as the loss of audit exemption (if applicable) for the subsequent two years. A late filing fee of €100 becomes due in respect of an annual return on the day after the expiry of the filing deadline, with a daily late fee amount of €3 accruing thereafter, up to a maximum late fee of €1,200 per return. In addition, an on-the-spot fine may be imposed by the CRO where the company has a record of persistent late filing. Fines of up to €5,000 can be imposed on a conviction for breach of the annual return filing requirements.A company may also be struck off the register and dissolved for failure to file an annual return. Any person, who is a director of such a company may also be disqualified from acting as a director by the High Court.