What is a Company Annual Return?

March 13, 2022

A Company Annual Return (Form B1) records standing data on a company such as registered address, shareholders, share transfers and directors.

All companies are required to file an Annual Return (Form B1) with the Companies Registration Office (CRO) each year

A Company Annual Return (Form B1) records standing data on a company such as registered address, shareholders, share transfers and  directors.
   
All companies have a unique Annual Return Date (or ARD). This date can be a maximum of 9 months after the company year-end.
      
56 days after the ARD the annual return must be filed with the CRO.

There are consequences for being late with your filings: 
      
Loss of Audit Exemption

When a company misses its Annual Return Date it will more than likely lose its audit exemption for two years. This brings with it significant additional cost as well a s causing potential issues with bankers and suppliers as the company accounts are late.
      
Filing Fees

The fees start at €100 and increase by €3 per day to a maximum of €1,200 for late returns.
      
Strike Off
Failing to file an Annual Return can be grounds for the CRO to commence involuntary strike off procedures against a company.
      

The consequences of strike off are very serious for a company that is still trading and can include:

         
  • The assets of the company become the property of the State on dissolution of the company;
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  • Following strike-off of a company, it ceases to exist as a legal entity;
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  • The protection of limited liability is lost with effect from that date, and if the business formerly carried on through the company is continued, the owners are           trading in their personal capacity;
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  • Banks should be unwilling to lend money to an entity which has, effectively, ceased to exist;
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  • There can also be unpleasant consequences for directors of such companies in that a disqualification order may be made against them by the High Court on the application of the Director of Corporate Enforcement.