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) of a company is the latest date to which an annual return must be made up. The annual return must be filed with the CRO within 56 days of the date to which it is made up. Each company has an Annual Return Date allocated to it and is automatically set at the 6 month anniversary of the date of its incorporation and each 12 month anniversary thereafter. A company can bring forward their Annual Return Date or, depending on the circumstances, extend the ARD to a later date.
The ARD is set to a later date by filing Form B73 which must be filed electronically (no fee) and may be filed by a company not more than once in every five years. Form B73 should not be filed with the company’s first annual return (due six months after incorporation).
There are different thresholds depending on the size of the company.
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 €6 million
• Turnover not exceeding €12 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 also be entitled to claim the audit exemption.
However, when reviewing the small company size threshold for audit exemption purposes, the wider group including all holding and fellow subsidiary companies must be included, irrespective of the country of incorporation of all such higher holding undertakings.
Late filing of an annual return results in a company losing audit exemption for the next two years, regardless of the company’s trading activities. It is therefore important to keep on top of filing deadlines to avoid this costly burden.
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 €20 million
• Turnover not exceeding €40 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
In addition to preparing their own financial statements, holding undertakings are required to prepare consolidated group financial statements and to lay them before the AGM at the same time as their own annual financial statements.
A small group may be eligible for audit exemption under Section 359 Companies Act 2014, if under Section 280B the qualifying conditions for a small group are satisfied by a group if, in relation to a financial year, it fulfils two or more of the following requirements:
• the aggregate amount of turnover of the group does not exceed €12 million;
• the aggregate balance sheet total of the group does not exceed €6 million;
• the aggregate average number of employees of the group does not exceed 50.
