INFORMATION ABOUT COMPANY REGISTRATION FOR ALL COMPANY DIRECTORS

Introduction
The main functions of the Companies Registration Office (CRO) are:

• Incorporation of companies
• Registration of business names
• Registration of company post-incorporation documentation
• Registration of changes in business name particulars enforcement, prosecution and striking companies off the register
• Provision of information to the public.
• Companies are required to file certain documents with the CRO in accordance with the Companies Acts 1963-2006. Every company director is assumed to know the legal requirements in relation to the filing of documents with the CRO.

1. A company, whether trading or not, is required to 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.

Every company director is obliged to ensure that an annual return on behalf of his company is delivered to the CRO at least once in every calendar year. We at www.formit.ie can provided this service. The annual return is a document setting out certain prescribed information in respect of the company. This document must be filed with the CRO annually irrespective of whether or not the company is trading.

Such annual return is required to be made up to a date every year which is no later than the company’s Annual Return Date (ARD) and must be filed with the CRO within 28 days of the date to which is has been made up.It should be noted that a new formed company’s ARD is the date which is six months from its date of incorporation.

Where accounts require to be attached to the annual return, the return filing deadline is either:

• the company’s ARD plus 28 days; or
• the company’s financial year-end plus nine months and 28 days, whichever is the earlier.

2. In almost every case, accounts must be attached to the annual 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 a company’s ARD. Changing an ARD is possible only if the statutory provisions are followed in full, we at www.formit.ie can provide this service.

Usually the documents which require to be attached to the annual return of a limited company 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 auditor’s report.
  (*Certain exemptions from these requirements are available to small and medium-sized companies).
  Unless a company is entitled to an audit exemption, its accounts require to be audited,
  and to cover the period:
• in the case of the first annual return to which accounts are attached since the incorporation of the company; and
• in any other case, since the end of the period covered by the accounts attached 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.

3. Where annual returns are not filed on time, a substantial late filing penalty must be paid and further enforcement actions may be pursued by the CRO:

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.

4. Reminders and other important notices are sent to companies at their registered office as notified to the CRO. If the address is incorrect, a person may not be aware of important information regarding his/her company.

Every company is obliged to have a registered office within the State, which cannot be a P.O. box number.

Notification of a change in a company’s registered office requires to be delivered to the CRO within 14 days of any such change, however we at www.formit.ie can look after this.

Details of a company’s registered office should be kept up-to-date with the CRO as official communications are issued to the company at its registered office. This includes strike off notices and annual returns reminders.

It should be noted that if a company has in fact changed its registered office but has failed to notify the CRO of such change, any document left at or sent by post to the address currently recorded by the CRO as the company’s registered office is deemed 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 been so changed.

5. It is the responsibility of each director to ensure that his/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.

6. A company director must also ensure that the following changes of information in relation to the company are notified to the CRO:

Change in –

• Location of company’s statutory registers
• Memorandum and articles , including authorised capital
• Particulars in relation to its directors and/or secretary
• Issued share capital
• Nominal share capital (increase)
• Company status (becoming/ceasing to be a single member private limited company )

7. 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 (e.g. change of address ).

Every form of notification to the CRO of any changes in the board of directors must be signed by a current officer of the company; it cannot be signed by an officer who has resigned. Any notification will be rejected by the 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).

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