These include keeping Minutes of the Board and both General and Extra Ordinary Annual General Meetings as well as submitting both annual accounts and annual returns to the Registrar of Companies and/or Inland Revenue.
Annual Returns
Under S.363 of the Companies Act 1985, every limited liability company is legally required to submit annual return information on their company to Companies House every year. An annual return can be described as a snapshot of general information about a company’s directors and secretary, registered office address, shareholders and share capital. It must contain the following information:
• the name of the company;
• its registered number;
• the type of company it is, for example, private or public;
• the registered office address of the company;
• the address where certain company registers are kept if not at the registered office;
• the principal business activities of the company;
• the name and address of the company secretary;
• the name, usual residential address, date of birth, nationality and business occupation of all the company’s directors;
If the company has share capital, the annual return must also contain:
• the nominal value of total issued share capital;
• the names and addresses of shareholders and the number and type of shares they hold or transfer from other shareholders
Every company must deliver an annual return to Companies House within 28 days of its made-up date (the date to which the annual return is made-up, usually the date of incorporation or the made-up date of the previous annual return registered at Companies House) at which all the information in an annual return must be correct. Companies House will not register an annual return Form 363a if it shows information that differs from the public record unless you have notified Companies House of the change on the appropriate statutory form. It is important to remember that failing to file the annual return or filing it late is a criminal offence, for which both the company and its officers can be prosecuted.
Companies House will send an annual return to the registered office address of every company about two weeks before the made-up date. This document is pre-printed with company information already held on the public record and most companies use this form to make their annual return. This form is known as the ‘shuttle’ annual return (Form 363s). As an alternative to the shuttle annual return, you can use the annual return Form 363a which does not include any pre-printed company information.
A company with share capital must provide a ‘full list’ of all its members on its first annual return following incorporation and every third annual return after it has provided a full list. The intervening two annual returns need only report changes to shareholder information that have taken place during that year – that is, shares transferred and particulars relating to shareholders who have become members or ceased to be members.
As stated it is the responsibility of the officers of the company to ensure that annual return is completed returned to Companies House within 28 days of its made-up date with the appropriate filing fee of £15. Documents may be delivered to the Registrar by hand (personally or by courier), including outside office hours, bank holidays and weekends to Cardiff, London and Edinburgh or sent by post or by the Hays Document Exchange service (DX). If you send documents, please address them to:
For companies incorporated in England & Wales:
The Registrar of Companies
Companies House
Crown Way
Cardiff CF14 3UZ
DX33050 Cardiff
For companies incorporated in Scotland:
The Registrar of Companies
Companies House
37 Castle Terrace
Edinburgh EH1 2EB
DX ED235 Edinburgh 1
Please note that Companies House will not accept any statutory documents by fax and will only acknowledge receipt of documents if you provide a stamped addressed envelope.
Further information, guidance booklets and statutory forms are available free of charge from Companies House website www.companieshouse.gov.uk or you can telephone 0870 3333636 or write to Stationery Sections in Cardiff or Edinburgh. Forms can also be obtained from accountants, solicitors, legal stationers and company formation agents.
Just like within the UK, all Irish companies must file an annual return by using From B1 once a year. Annual Return must be delivered to the Companies Registration Office (CRO), Parnell House 14 Parnell Square, Dublin 1 within 28 days of the effective annual return date. In most cases audited accounts are to be attached to the annual return and in every case the return must be accompanied by the appropriate filing fee (€30). Should the 28 day filing period expire on a public holiday, Saturday or Sunday or, the 28 day period is extended to the next working day.
There are two ways to determine the correct annual return date. For companies incorporated before 1 March 2002, the annual return date allocated is either the anniversary of the date which is six months after the date of incorporation or if an annual return was filed by the company before 1 March 2002, the anniversary of the effective date of that return. For companies incorporated after or on 1 March 2002, the first annual return date will be six months after the date of incorporation. It is worth noting that accounts are not required to be filed with the first annual return. A company’s annual return date in future years is 12 months from its previous years ARD (unless, of course, the company alters that date).
It is possible to set the annual return date to an earlier date by filing a return made up to a date more than 14 days before the company’s current annual return date. The company’s future annual return dates years will then fall on the anniversary of the date to which the return has been made up. Please note that If the annual return is made up to an earlier date, it still needs to be delivered to the CRO within 28 days of its made up date. If need to be it is also possible to extend the annual return date by filing Form B73 but this can be done only once within a five year period. If your company wishes to extend its current ARD, you need to deliver an annual return to the CRO within 28 days your company’s current return date (no accounts needed), and nominating on Form B73 the new date, which may not be later than six months after the first annual return date. Please note that B73 forms delivered outside the above-mentioned 28-day period will not be accepted by the CRO.
Should you fail to submit your annual returns on time, a late filing penalty of €100 becomes due on the day after the expiry of the filing deadline, with a daily penalty amount of €3 accruing thereafter, up to a maximum penalty of €1,200 per return. On top of this CRO may impose an on-the-spot fine where the company has a record of persistent late filing and/or summary prosecution of the company and/or any officer in default. Fines of up to €1,904.61 can be imposed on a conviction for breach of the annual return filing requirements. It is also worth noting that just like within the UK an Irish company may be struck off the register and dissolved for failure to file an annual return. In this case the assets of the company become vested in the Minister for Finance, and should the business continues to trade, the owners will no longer enjoy the benefit of limited liability and are therefore personally responsible for any debts incurred so long as the company remains dissolved.
Further information, guidance booklets and statutory forms are available free of charge from Companies Registration Office website www.cro.ie or you can telephone (0) 1 804 5200/Lo call 1890 220 226. Forms can also be obtained from accountants, solicitors, legal stationers and company formation agents
Accounting requirements
Every company must prepare accounts/financial statements and keep accounting records. A company’s financial year is determined by its accounting reference date – the date to which it will make up accounts every year – and for newly incorporated companies accounting reference date is the last day of the month in which the anniversary of incorporation falls plus or minus seven days. After incorporation a company has nine months in which to give notice of its accounting reference date. A company’s accounting reference period can be changed by giving notice to Companies House on form 225 but it cannot exceed 18 months.
The Companies Act require companies to keep accounting records to show and explain company transactions and reflect the company’s financial position with reasonable accuracy. The directors are responsible for the preparation of accounts and for ensuring that the balance sheet and profit and loss accounts give a ‘true and fair’ view’ of the company’s financial position and its transactions and also for compliance with the requirements of the Companies Act 1985. Records to be maintained on a day-to-day basis include list of assets and liabilities and details of cash receipts and payments, a statement of stock held at the end of each financial year together with stock taking details and a sufficient description of services and goods purchased.
Accounts must be filed by a private limited company within 10 months of the accounting reference date. New companies with accounting period in excess of 12 months from the date of incorporation have their filing period reduced to 22 months from incorporation. It is worth keeping in mind that the end of given period will end on the same date as the accounting reference date and should there not be a corresponding day in the last day of that month as well as the fact that the directors of the company are liable to fines should there be a delay in filing. Accounts must be in English or if you trade in Wales in Welsh. In latter case an English translation must however be annexed to the accounts sent to the Registrar. Accounts are to be approved by the board of directors and be dated and signed by a director on behalf of the board. A director’s signature is also required to be on the company’s balance sheet.
Companies that have not had any significant accounting transactions (have not traded) during their financial year are classified as dormant. Dormant companies are required to file non-trading accounts with the Registrar of Companies and in accordance with Companies Act s250 to pass a special resolution exempting it from the requirement to appoint auditor. Where a company becomes dormant after trading, if may pass the above-mentioned s250resolution if it has been dormant since the end of previous financial year and provided that there is no other reason why trading account should be submitted (qualifies as a small company and there was no reason to prepare group accounts for that year).
The requirement for an audit for small companies with gross balance sheet assets less than £1.4 million and annual turnover less than £350,000 was abolished in 1994. Full audited accounts are still to be presented to the shareholders but The Registrar of Companies will be satisfied with abbreviated balance sheet. The balance sheet must however include a statement by the directors saying that the company was eligible to take advantage of the exemption.
Irish companies are also required to keep proper books of account which give a true and fair view of the company’s financial affairs. Companies are also required to disclose details of their accounts at the Annual General Meeting and to attach a copy of those accounts to the annual return filed with the CRO. Should a company fail to comply with the above-mentioned, the annual return will not be accepted by the CRO. In addition both the company and every officer of the company who is in default will be liable to a fine not exceeding €1,905.
The accounting requirements vary for different company sizes and types but in general limited companies (public and private limited companies) are required to prepare and file annual accounts in accordance with the Companies (Amendment) Act 1986. Small sized companies can be exempted from the full extent of the requirements relating to annual accounts in respect of any financial year provided that in that year and the financial year immediately preceding that year the company’s balance sheet total does not exceed €1.9m, its turnover does not exceed €3.81m and it has 50 or less employees (please note that only two of the three conditions must be satisfied). The fact that a company is entitled to an exemption on the basis of its size must be certified by its auditors. Small companies may also be exempted from the requirement to have accounts audited.
It is worth noting that the currency of the Republic of Ireland is Euro and that accounts for financial periods ending on or after 1 January 2002 are and will be rejected by CRO unless completed in a currency which is legally effective at the date on which the financial year ends.
For more detailed information, please contact Companies Registration Office website www.cro.ie or you can telephone (0) 1 804 5200/Lo call 1890 220 226 or Revenue Commissioner www.revenue.ie
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