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SIX THINGS THAT EVERY COMPANY
DIRECTOR SHOULD KNOW ABOUT
COMPANY REGISTRATION
INFORMATION LEAFLET NO. 2 / JANUARY 2013
1
INTRODUCTION
In accordance with the Companies Acts 1963-2013, companies are required to file documents
with the CRO. This information leaflet summarises the six things that every company director
should know in respect of filing these documents.
Any forms (and associated filing fees) and information leaflets referred to here may be downloaded
from www.cro.ie.
1. Every company, whether trading or not, must file an annual return each year at the CRO not
later than 28 days from its statutory annual return date (ARD). The ARD of every company can
be checked free of charge on the CRO website at www.cro.ie/search
A company director must ensure that an annual return on behalf of the company is delivered to the
CRO at least once in every calendar year.
1
The annual return (Form B1) is a document setting out
certain prescribed information in respect of the company. This document has to be filed with the CRO
annually, regardless of whether or not the company is trading.
A companys annual return is required to be made up to a date every year which is no later than the
companys ARD and to be filed with the CRO within 28 days of the date to which it has been made up.
A new companys ARD is the date that is six months from its date of incorporation. The first annual
return is required to be made up to that ARD.
Although not statutorily required to do so, the CRO has a policy of sending an ARD reminder to each
company at its registered office in advance of the companys ARD every year.
Where accounts are required to be attached to the annual return (see 2. below), the return filing
deadline is either
the companys ARD plus 28 days or
the companys financial year-end plus nine months and 28 days, whichever is the earlier.
For further information on annual return filing, see Information Leaflet No. 22, Filing an Annual
Return in the CRO.
2. In almost every case, accounts must be attached to that return; the financial year end of
those accounts must be no earlier than nine months before the date of the return. To comply
with that requirement, it might be necessary to change your companys ARD. Changing an
ARD is possible only if the statutory provisions are followed in full, see www.cro.ie > Annual
Return
A checklist on Form B1 lists all the documents which are required by law to be attached to the annual
return of a limited company.
2
Generally speaking, these documents are:
a copy of the balance sheet*;
a copy of the profit and loss account*;
a copy of the directors report; and
a copy of the auditors report.
The accounts marked * are required by law to be audited
3
and to cover the period:
in the case of the first annual return to which accounts are annexed, since the incorporation of the
company, and
in any other case, since the end of the period covered by the accounts annexed to the preceding
annual return filed with the CRO,
and must be made up to a date not earlier by more than nine months than the date to which the
annual return is made up.
1
Section 125 Companies Act 1963 (inserted by section 59 Company Law Enforcement Act 2001)
2
Note that certain exemptions from these requirements are available to small and medium-sized companies as
defined by the Companies Acts 1963-2013.
3
Unless the company is a private company which is entitled to the audit exemption and claims it see
Information Leaflet No. 10, Audit Exemption for Certain Small Private Companies.
2
3. Where returns are not filed on time, a substantial late filing penalty must be paid and further
enforcement actions may be pursued by the CRO.
Returns which are filed late (i.e. more than 28 days after the effective date of the return) with the
CRO incur a substantial late filing penalty, in addition to the standard filing fee of 20 (electronic)/40
(paper) per return. The late filing penalty is 100 with effect from the expiry of the companys filing
deadline, with a daily penalty of 3 accruing thereafter, up to a maximum of 1,200 per return.
The following enforcement options are open to the CRO in respect of non-filing of annual returns:
(a) Prosecution
The CRO prosecutes 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 in the District Court, the penalty can be up to 2,500 for each offence.
A director with three such convictions may be disqualified from acting as a director or having any
involvement in the management of any company.
(b) Court injunction
Where a notice calling upon a director to comply with a statutory provision under the Companies Acts
has been served on him/her and 14 days have elapsed since the date of service, but the breach of
the provision continues, application may be made to the High Court by the Registrar of Companies
or the Director of Corporate Enforcement (the Director) for an order directing compliance by a
defaulting director with the statutory provision in question within such period as the court may specify.
An order for legal costs of this court application may be made against the director(s) concerned. This
procedure is laid down in section 371 Companies Act 1963.
(c) Strike off
Any company which does not file its annual return in respect of any one year is liable to be struck
off the register and dissolved. On dissolution, any assets will vest in the Minister for Finance by
operation of law, and the protection of limited liability is lost from the date of strike off. In addition,
application may be made to the High Court by the Director for an order pursuant to section 160
Companies Act 1990, as amended, disqualifying the companys 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 Director in bringing such an application and the costs incurred by him in
investigating the matter.
Enforcement measures employed by CRO have regard to a companys annual return
filing compliance history in recent years. Filing an annual return late affects a companys
compliance history and could result in it being selected by this Office for enforcement
measures in future years.
A late return also disqualifies the company from claiming the audit exemption in respect of the
accounts attached to the current years return as well as the following years annual return, even if
the company meets all other qualifying criteria for the audit exemption in respect of the financial years
covered by the accounts attached to both returns.
4. Reminders and other important notices are sent to companies at their registered office
as notified to the CRO. If the address is wrong you may not become aware of important
information regarding your company. The registered office of every company can be checked
at www.cro.ie/search
Every company is obliged to have a registered office within the State, which cannot be a P.O. Box
number.
Form B2 is used to notify the CRO of a change in a companys registered office, and must be
delivered to the CRO within 14 days of any such change. Form B2 may be filed free of charge
electronically see 5. below.
It is most important that the details of a companys registered office are kept up-to-date with CRO,
and that the companys post be collected regularly from that address. All official communications with
the company are issued to the company at its registered office. This includes strike off notices and
annual return reminders. Any change of registered office should therefore be notified to the CRO
3
without delay following the change.
Please note that if a company has in fact changed its registered office, but has not notified the CRO
of the change, any document left or sent by post to the address currently recorded by the CRO as the
companys registered office is deemed by law to have been left at or sent by post to the registered
office of the company, notwithstanding that the situation of its registered office may have changed.
4
5. Certain forms in particular a change of address and change of director or secretary may
be filed free of charge at www.core.ie
Online notification of changes to registered particulars is free, secure and quick. It is more reliable
and more efficient than using paper and can cut down on administration.
The facility provides for the completion of forms online, the results to be printed, signed and
submitted to us. The status of electronically filed forms can also be checked at any time.
6. It is the responsibility of each director to ensure that his or her company is not in breach of
the Companies Acts.
The Companies Acts expressly state that it is the duty of each director and secretary of a company to
ensure that the company complies with the requirements of the Companies Acts.
5

(a) Other CRO filing requirements
A company director must also ensure that the following changes of information in relation to the
company are notified to the CRO
6
(please note that many of these forms can be filed free of charge
at www.core.ie):
Change in Required to file
locations of companys statutory registers Form B3
memorandum and articles, including authorised capital Form G1/G1Q plus new memo & articles
particulars in relation to its directors and/or secretary Form B10*
issued share capital Form B5/B7/H5
authorised capital (increase) Form B4
company status (becoming/ceasing to be a single member
private limited company)
Form M1/M2
* Since 1 March 2002, Form B74 is required to be completed by any person being appointed as
director of an Irish-registered company, where that person is currently disqualified in a foreign
jurisdiction from acting as a director or secretary of a body corporate or an undertaking.
7
For further
information, see Information Leaflet No 16, The Company Secretary.
(b) Notification of termination of a directorship to CRO
A company is obliged to notify the CRO within 14 days of any change among its directors or of any
particulars concerning its directors (i.e. change of address).
8
The relevant form is Form B10, which
may be filed electronically free of charge see 5. above. Where there has been breach of this
obligation, the company and every officer of the company shall be guilty of an offence.
Form B10 has to be signed by a current officer of the company; it cannot be signed by an officer
4
Section 379 Companies Act 1963
5
Section 383(3) Companies Act 1963 (inserted by section 100 Company Law Enforcement Act 2001)
6
This is not an exhaustive list, but a summary of the main changes that must be notified to the CRO.
7
Note that Form B74 must also accompany Form A1 (incorporation form) where any of the first directors of the
company are currently disqualified abroad.
4
who has resigned. Form B10 will be rejected by CRO and returned to the presenter in circumstances
where the termination of the directorship notified on the form would result in the company being
registered with less than the statutory minimum number of directors (two). When a new secretary is
appointed to a company the old secretary has to be resigned.
Where the termination of a directorship, which is notified to the CRO on Form B10, leaves the
company without an European Economic Area (EEA) resident director, the company should lodge
either a section 43 bond with the B10, or obtain a section 44 certificate. For further information on the
requirement that a company have at least one director resident in a member State, see Information
Leaflet No. 17, Requirement to have an EEA - Resident Director.
If a company fails to lodge Form B10 in respect of a person who has ceased to be a director of that
company, there is a procedure whereby the former director can notify the CRO, using Form B69, that
the company has failed to file the proper documents. See Information Leaflet No. 18, Notification by
Director/Secretary of Resignation.
Caution
These notes are in general form. In specific cases it may be necessary for you to consult with
your professional adviser (e.g. chartered secretary, solicitor, accountant, etc.). While the staff
of the CRO will answer questions you may have relating to the documents that a company
is required to file with the Office, you should consult your professional adviser if further
assistance is required as to the duties of a director or company law generally.
8
Section 195(6) Companies Act 1963
COMPANlES REGlSTRATlON OFFlCE
PubIc Omce: larnell House, 14 larnell Square, Lublin 1
PostaI Enqures: O'Brien Road, Carlow
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EmaI: inloQcro.ie Web: www.cro.ie
AN OlFlG UM CHLR CUlDEACHTA
Ohg PobI: 1each lharnell, 14 Cearnq lharnell, Baile Alha Clialh 1
Fosruthe: Blhar i Bhriain, Cealharlach
LghIao: 1S0 zz0 zzo
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Romhphost: inloQcro.ie Lthren: www.cro.ie