The filing of a company’s Annual Return (B1) has always been one of the most important events in a Company Secretary’s calendar. However, the level of responsibility on the Secretary in making this filing is set to increase as the Companies Registration Office (CRO) have announced the introduction of a zero-tolerance policy with regards errors being made when submitting the B1.

New Policy

As of the 1st April 2018, the CRO will reject incomplete Annual Return submissions. The Registrar will no longer use her discretion under Section 898 of the Companies Act 2014. Previously they had allowed a rejection period of 14 days to correct an incomplete submission.

What constitutes an incomplete B1 Submission?

  • B1 signature page or overall accounts certification page with any of the necessary signatures missing.
  • A signature page being received by the CRO with no corresponding Financial Statements electronically uploaded for a company.

Filing Deadlines for a B1

A B1 must be filed within 28 days of the Annual Return date of a company, if this produces a B1 signature page this must be submitted to the CRO within 28 days following the electronic submission.

A Company’s Financial Statements must be uploaded within 28 days of the B1 Capture date with an original signed Accounts Certificate being submitted to the CRO within the 28 day time frame after the successful upload of Financial Statements.

Penalties for Late Filing

The penalties imposed under the Companies Act 2014 are as follows:-

  • Automatic late filing penalty of €100, which will continue to accrue by €3 per day to a maximum of €1,200 until the B1 (and financial statements where applicable) is filed.
  • An audit exempt company will lose its entitlement to claim audit exemption for 2 years (this is 2 set of financial statements). Be mindful that if a company is part of a group the entire group will lose its audit exemption.
  • The possibility of enforcement action being taken against the company and its Directors.

Aside from the monetary costs to a company for filing late, there can also be reputational consequences, as a company’s status of late filing status is available for external stakeholders to view online on the CRO website.

The Company Secretary

Regardless of the level of activity or the size of a company, the Directors (in accordance with Companies Act 2014) have a duty to appoint a Company Secretary that has the statutory and legal capabilities or ensure that the Company Secretary has access to the necessary resources to complete their duties.

The new electronic system for the Companies Registration Office can be confusing. It is therefore important for the Company Secretary to familiarise themselves with its workings, ensuring that B1 submissions are done correctly without any adverse effect on a Company, or indeed delegate the Annual Filings to a professional advisor.

For more information please contact Gráinne Howard at;