Section 288 of the Companies Act 2014 sets out with the legal requirements surrounding the establishment of, and change, of financial year-end (“FYE”) date of a company.
The significance of the FYE of a company relates to the requirement to submit financial statements for this defined period to the Companies Registration Office (the “CRO”), including directors and (f applicable) auditors reports, profit and loss accounts and a balance sheet.
As per s288, a company's first FYE will be the period beginning with the date of incorporation and end on a date no more than 18 months later. This first period end establishes the FYE for a company going forward.
The following FYE begins on the day immediately after the previous end date and will run for a period of 12 months, with flexibility to extend or reduce this period by 7 days at the discretion of the directors without this constituting a formal change of year end.
Pursuant to s288(4) a company may alter the FYE date and prescribed accounting period upon submitting an application to the CRO by way of a form B83. However s288(9) establishes that there is a limitation upon this, namely that such a change can only be carried out once every five years.
There are a small number of exceptions to this limitation set out in s288(10), which permits a subsequent change of FYE within the five year period in circumstances where:
(a) a subsidiary undertaking or holding undertaking of one EEA undertaking, changes the financial year end date in order to coincide with that of the other EEA undertaking, or
(b) the company is being wound up, or
(c) the Director of Corporate Enforcement, on application to him or her by the company, directs that it shall not apply.
As such, where a company has availed of S288(4) and changed it’s FYE, it may, for example, avail of the exception in S288(10)(a) to change its FYE within the five year period, if it is aligning with the FYE of its EEA parent or subsidiary company.
However it should be noted that whilst there is no limit on the number of times that a company can make a submission in order to achieve alignment with a parent or subsidiary undertaking under s288(10)(a), this exception to the five year rule is not available in the opposite direction. In circumstances where a company has submitted a B83 application to avail of a change of financial year-end in order to align with that of a parent undertaking under s288(10), this set the clock ticking on a fresh five year period (rather than being disregarded for this purpose), therefore it is not possible to make a subsequent application to change the financial year-end again within a five year period under S288(4).
Therefore, companies who wish to avail of a change of financial year end date pursuant to s288(4), to a date that doesn’t align with another subsidiary or parent undertaking, should be advised that an application to effectuate such a change must be submitted prior to any attempt to alter the date under the exceptions laid out in s288(10). Where the object of changing the financial year end does not concur with any of the aims established in s288(10), the limitation on changing the financial year end date once only within a five year period will be strictly applied by CRO.
Ray Hunt is Head of Company Secretarial and Compliance Services at McCann FitzGerald.