The Companies Registrations Office (CRO) is the central repository of public statutory information on Irish companies. It operates under the Department of Enterprise, Trade and Employment. Audited, abridged and consolidated financial statements and annual returns are filed with the CRO each year for every Irish company.
Every company in Ireland is required by law to file an annual return (B1) with the Companies Registration Office (CRO) at least once every year. The annual return is a public document setting out certain prescribed information in respect of the company including details of the directors, the share capital and shareholders.
Annual Return Date
An Annual Return Date (ARD) is the date to which a company’s annual return is made up. The annual return must be filed with the Companies Registration Office (CRO) within 56 days of the ARD.
For newly incorporated companies, the first ARD is set at six months after the date of incorporation, with subsequent ARDs falling on the annual anniversary of that date, unless the ARD is altered.
A company may bring forward its ARD to an earlier date or, subject to statutory conditions, extend it to a later date. An extension of an ARD may be effected by filing Form B73 electronically (no filing fee), which may be used no more than once every five years. Form B73 cannot be filed with a company’s first annual return, which is due six months after incorporation.
Summary of thresholds
1. Small sized companies
Small sized companies may be exempt from the full extent of the requirements relating to annual financial statements in respect of any financial year if that year and the financial year immediately preceding the company satisfies two of the three following conditions:
• Balance sheet total not exceeding €7.5 million
• Turnover not exceeding €15 million
• Employees not exceeding 50
Abridged Financial Statement exemption
A small company can claim the “size/ abridgement exemption”, the statutory financial statements prepared under the small companies’ regime to be filed with the annual return may be abridged. The full statutory financial statements must still be prepared and approved by the directors but an abridged set of financial statements can be prepared from these statutory financial statements. There is no requirement for these abridged financial statements to include a profit and loss account but the balance sheet and all notes to the statutory financial statements should be included.
Audit exemption
If the company qualifies as a small company, it may be entitled to claim the audit exemption.
In assessing whether the small company thresholds are met for audit exemption purposes, the position of the wider group, including all holding and fellow subsidiary undertakings, regardless of their jurisdiction of incorporation, must be considered.
Under current Irish law, a single late filing of an annual return no longer automatically results in loss of audit exemption. However, where a company files late more than once within a five‑year period, the audit exemption will be lost for the following two financial years. Timely filing therefore remains critical to avoid additional compliance costs.
2. Medium sized companies
Medium sized companies are not exempted from the full extent of the requirements relating to annual financial statements.
To qualify as a medium sized, the company must be qualify in respect of any financial year if in that year and the financial year immediately preceding that year the company satisfies two of the three following conditions:
• Balance sheet total not exceeding €25 million
• Turnover not exceeding €50 million
• Employees not exceeding 250
Medium sized companies are not eligible for the audit exemption. The only disclosure exemption now available to a medium company is in respect of the disclosure of remuneration for audit, audit-related and non-audit work (as required by Section 322 of the Act of 2014).
Abridgement of financial statements for filing purposes and the consolidation exemption on grounds of size is no longer available to a medium company.
3. Large sized companies
Large companies have to file full financial statements which consist of the following:
• Full balance sheet
• Profit and loss account
• Auditor’s report
• Directors’ report
The directors of a company who meet the conditions set out below in respect of the financial year to which the Directors’ Report refers, must include a compliance statement in the report.
4. Group companies
Where a company is a holding undertaking, it is generally required under the Companies Act 2014 to prepare consolidated group financial statements in addition to its own entity financial statements, and to lay both before the AGM at the same time. This requirement is subject to the availability of statutory exemptions from consolidation where the holding company qualifies as a small or micro group.
A group company may be eligible for audit exemption under Section 359 of the Companies Act 2014, provided the group qualifies as a small group in accordance with Section 280B. A group is regarded as small, in relation to a financial year, if it meets two or more of the following criteria on an aggregate basis:
• the aggregate turnover of the group does not exceed €15 million net (or €18 million gross);
• the aggregate balance sheet total of the group does not exceed €7.5 million net (or €9 million gross); and
• the aggregate average number of employees of the group does not exceed 50.
The assessment is made by reference to the position of the group as a whole and includes all group undertakings, irrespective of their jurisdiction of incorporation.
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