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Late filing of an annual return: Possible remedies and consequences for a company

1. Filing a Form B1

An annual return must be filed electronically using a Form B1 with the Companies Registration Office (’CRO’), no later than 28 days after a company’s annual return date (’ARD’). The company then has 28 days from the date of the electronic filing of the Form B1 to file the financial statements, reports and e-B1 signature page with the CRO.

If the B1 and financial statements are not completed correctly and filed on time, the company and every officer of the company who is in default shall be guilty of a category 3 offence.

2. Possible Remedies 

a. Application to change the annual return date (Form B73)
The ARD of a company may be changed by filing a Form B73 with the Form B1.

b. Application to district court for extension of time to file annual return
Applications for an extension of time to file an annual return can be made through the District Court, in lieu of filing a Form B73 to permanently change the ARD.

3. Consequences of late filing of an annual return

a. Late filing penalties
Failure to file an annual return on time will result in the immediate imposition of late filing penalties and loss of audit exemption.

b. High Court Order
The Registrar is empowered, after the expiry of a period of 14 days (or such period as the notice may specify) following the issue of a notice to a company and/or its directors, if the outstanding annual return(s) have not been filed at the end of that period, to apply to the High Court for an order directing the company and its officers to file the return(s) within such period as the court may specify and directing that the costs of the application be borne by officers of the company.

c. Involuntary strike-off
A company may be struck off the register if it has failed to file an annual return for one year.

4. Consequences for directors

a. Prosecution
Where the company has failed to make an annual return, all of the company’s officers who are in default are liable on summary conviction to a Category 3 offence.

b. Disqualification
The Director of Corporate Enforcement (‘DCE’) may apply to the High Court for an order disqualifying the company’s directors from acting as director, or having any involvement in the management of any company, together with an order for the legal and other costs incurred by the DCE in bringing the application. Disqualification periods may vary but are normally set at five years.

c. Involuntary strike-off
Should the Registrar apply to the High Court for an application for an order directing the company to file its annual return, the court may direct that the costs of the application be borne by officers of the company.

5. Consequences for Members

Loss of Limited Liability
Where a business continues to trade after the strike-off of the company, the owners of the business no longer have the protection of limited liability and are personally liable for any debts incurred by the business.