The Companies Registration Office (CRO) is the central repository for information on Irish companies. The main responsibilities of the CRO include the incorporation of companies; the registration and enforcement of company filings; and the provision of information to the public. Directors and secretaries of limited companies in Ireland are required to be familiar with the many different forms which a company is legally required to submit to the CRO. We have outlined below a summary of the forms which are most frequently submitted to the Companies Registration Office:
1. Annual Return (Form B1)
A limited company must submit an Annual Return (AR) to the CRO each year, whether the company is trading or not. An Annual Return will contain the following information:
- Company Name
- Company Number
- Annual Return Date
- Details in relation to the Company Secretary
- Details in relation to the Company Directors
- Details in relation to the shareholders of the company
- Details of any political donations made.
In addition to the above each annual return, with the exception of the first, will generally be accompanied by a set of Financial Statements for that company. The date on which a company must submit its annual return is specific to each company and is known as an Annual Return Date (ARD). A company’s first ARD is required to be submitted within six months of incorporation, with this date then becoming the recurring annual return date for the company. For example, a company incorporated on 31st January 2014 will be required to submit it’s the first AR on 30th June 2014, with subsequent returns due on 30th June each year. Annual Returns must be submitted to the CRO within 28 days of the ARD. If this deadline is not met late filing fees of €100 will be applied, with an additional penalty of €3 per day, until the submission is complete, to a maximum of €1,200. More importantly, if a company is availing of audit exemption and fails to meet its ARD, the company will loose its entitlement to audit exemption and will be required to complete an audit for the current and subsequent year. A company can change its ARD through the submission of a Form B73 (see below).
2. Nomination of a New Annual Return Date (Form B73)
As outlined above, a company can extend its ARD through the submission of a Form B73; however it cannot be extended it by more than 9 month after the year end. For example, if a company has a financial year end of 31st December 2013 and a current ARD of 30th June 2014 it can extend the ARD to 30th September 2014, i.e. 9 months after the current year end of 31st December 2013. To avail of the above the company will be required to submit the Form B73 in conjunction with the companies Annual Return. Taking the above as an example, the company will submit the Annual Return for the 30th June 2014 and this return will be accompanied by the Form B73, notifying the CRO of the new ARD of 30th September 2014. Financial Statements will not be required for this submission and will instead be submitted with the new ARD of 30th September 2014. A company can only submit a Form B73 once every 5 years.
3. Change of Registered Office (Form B2)
A company’s registered office is the address to which all formal legal notices, including correspondence from the CRO, is addressed. It must be a physical location within the State and cannot be a P.O. Box number. If a company wishes to change its registered office it can do so through the submission of a Form B2, Notice of Change in Registered Office Address. The details included on a Form B2 include:
- Company Number
- Company Name
- Details of the new registered office address
4. Change in Directors/Secretaries or their Particulars (Form B10)
Each company must maintain a register of directors and secretaries. As with all companies there will be changes to the directors and secretaries over the life of a company and such changes are required to be recorded with the CRO through the submission of a Form B10. The changes that are recorded on a Form B10 include:
- Appointment of Directors and Secretaries
- Resignations of Directors and Secretaries
- Change in particulars of a director/secretary, i.e. change in name or address.
The details required to be submitted for the appointment of a director include:
- Name
- Address
- Date of Birth
- Residential Address
- Business Occupation
- Nationality
- Other Directorships held
Form B10's must be signed and approved by a current director of the company.
5. Change of a Company Name - Special Resolution Form G1Q
For a limited company to change its name they must pass a special resolution with its members. Once this resolution has been passed the company must notify the CRO of the change by submitting a Form G1Q which will include the following information:
- Company Number
- Existing Company Name
- Date of the passing of the special resolution
- Details of how the resolution was passed (i.e. through an AGM or an EGM)
- Details of the location of the AGM/EGM held
- Details of the New Company Name
The above submission must be accompanied by amended memorandum and articles of association which reflect the new company name. It is important to note that the granting of any company name is subject to the approval of the Registrar of Companies and the onus is on the company to ensure the name is suitable before any submissions are made, as they may be rejected by the Registrar if they are unsuitable or unavailable.
6. Return of Allotments (Form B5)
When a company issues shares it must submit a Form B5, Return of Allotments to the CRO notifying them of the increase in issued share capital. The details required to be submitted on a Form B5 include:
- Name and address of new shareholders
- Class of shares issued
- Number of shares issued
- Whether shares are issued for cash or non cash consideration
- Nominal Value of the shares issued
- Total value of shares issued (which would include any premium paid on the shares)
7. Notification regarding a change from a multi-member company to a single member company (Form M1)
While a company is required to have two directors and one secretary they are permitted to have only one shareholder. Most companies in Ireland would have incorporated with more that one shareholder however, a company may reduce its membership to one. If such a transaction takes place the company must notify the Companies Registration Office through the submission of a Form M1. Alternatively, if a company reverts from a single-member company to a multi-member company they must submit a Form M2.
As a director or secretary of a limited company you are legally obliged to maintain the company’s statutory registers, which includes the filing the relevant documents with the CRO. Many companies have outsourced this function to either a company secretarial provider or their accountants as they would be more familiar with the submissions required. We hope the above assists you in your understanding of some of the more frequently submitted forms to the CRO.
