With effect from 1st March 2002 a Company’s Annual Return must be made up to a date which is not later than its Annual Return Date (ARD). Every Company will now be allocated a statutory ARD, pursuant to Section 127 of the Companies Act, 1963 (inserted by Section 60, Company Law Enforcement Act, 2001).

How to establish a Company’s ARD:

COMPANIES INCORPORATED BEFORE 1ST MARCH 2002:

- Where NO previous Annual Return is filed – ARD is the date which is 6 months after the date of the anniversary of its incorporation.

Example:
Incorporated - 1st January 2001
ARD - 1st July

- Previous Annual Return filed – ARD is the anniversary of the date of that Annual Return.

Example:
Date of last Annual Return – 24th August 2001
ARD – 24th August

COMPANIES INCORPORATED AFTER 1ST MARCH 2002:

ARD is 6 months after date of incorporation.

Example:
Company incorporated - 1st April 2002
ARD - 1st October

NOTE: No financial statements need to be filed with the first Annual Return after 6 months but must be filed with subsequent Returns.

CHANGING A COMPANY’S ARD:
The requirement to attach financial statements to an Annual Return which do not predate the date of that Return by more than 9 months has NOT been changed. Therefore, in order to comply some Companies may need to alter their designated ARD. This can be achieved by bringing the date forward or by extending it.

COMPANIES INCORPORATED ON OR AFTER 1ST MARCH 2002:
If the company wishes to bring its ARD forward, this can be accomplished simply by making the Annual Return up to a date which is more than 14 days prior to its existing ARD. Its ARD the following year will be the anniversary of the date to which the return was made up. If however the return is made up to a date which is earlier than its ARD by less than 14 days, the ARD is not altered.

A company may extend its ARD on one occasion in every five years by delivering an Annual Return to the C.R.O. not later than 28 days after its existing ARD (it is not necessary to annex accounts to this Return); and nominating the new ARD, on the prescribed form (B73 ), which date can be no later than 6 months after its existing ARD.

COMPANIES INCORPORATED BEFORE 1ST MARCH 2002:
In addition to the foregoing, a one-off option to extend the ARD for companies incorporated prior to 1st March 2002, may be availed of by delivering an Annual Return to the C.R.O. not later than 28 days after the initial ARD post-1st March 2002 (it is not necessary to annex accounts to this return); and nominating the new ARD, on the prescribed form (B73a), which date can be no later than 6 months after its existing ARD.

DATE FOR DELIVERY OF ANNUAL RETURN TO COMPANIES REGISTRATION OFFICE (C.R.O.):
Prior to 1st March 2002 an Annual Return had to be filed within 46 days of the date of the Return. Now the Annual Return must be filed within 28 days of its ARD.

Late filing penalties:
A late filing penalty of €100 becomes due in respect of a Return 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. The late filing penalty is in addition to the standard filing fee of €30 per Return.

Enforcement Measures which may be taken by the C.R.O. where there has been a failure to file an annual return in compliance with the Companies Acts:

If a company fails to file its Annual Return in compliance with the Companies Acts, the company and its officers are liable to enforcement measures, including the imposition of an on-the-spot fine on the company and/or any person who is in default of delivering the Return, and/or summary prosecution by the Registrar of Companies if 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.

In addition, a company may be struck off the register and dissolved for failure to file an Annual Return. If a company is struck off, the assets of the company become vested in the Minister for Finance, and if the business continues to trade, the owners will no longer enjoy the benefit of limited liability and so are personally responsible for any debts incurred so long as the company remains dissolved.

One will readily appreciate that the Compliance burden is becoming greater with the passing of each new piece of Company legislation; as indeed are the implications, financial and otherwise of failing to comply in a timely manner.

SO WHAT IS THE ANSWER?

SOLUTION:
ICC can relieve you of this annual maintenance burden through the preparation and filing of compliance documentation at a very competitive rate. It has professionally qualified staff just waiting to take your instructions. All you have to do is remember one telephone number 00 - 353 - 1- 240 5805 and we will look after all your statutory requirements.