The Companies Act 2014 will commence on 1st June 2015. It will replace the Companies Acts 1963-2013.
Forms to be used AFTER commencement on 1st June are now available on the CRO website.
https://www.cro.ie/New-Act-2014/-Forms-and-Leaflets/Form-Comparison
SOME OF THE MAIN CHANGES IN NEW ACT AFFECTING ANNUAL RETURNS AND FINANCIAL STATEMENTS
*** CHANGES TO ANNUAL RETURN (FORM B1) ***
There are some changes included in the new B1 form. See link below. Please
note this form must NOT be submitted before June 1st.
Old versions of the B1 form submitted electronically (“captured”) on CORE
before 1 June will be accepted by the CRO for up to 28 days after the date of
“capture”.
https://www.cro.ie/New-Act-2014/-Forms-and-Leaflets/Form-B1
*** FINANCIAL STATEMENTS FILED WITH THE CRO AFTER 1 JUNE 2015 ***
The CRO is planning to take the following approach in relation to financial
statements attached to annual returns delivered to the Registrar on or after
1 June 2015:
- if the financial year ends before 1 June 2015 and the financial
statements are signed by the director(s) before 1 June, they must
be prepared and filed in accordance with the 1963-2013 Companies Acts;
- if the financial year ends before 1 June 2015 and the financial
statements are signed by the director(s) after 1 June, they may be
prepared and filed under either the 1963-2013 Companies Acts OR the
2014 Companies Act (it is envisaged that this arrangement will end
in April 2016 when all financial statements in respect of financial
years ending before 1 June 2015 should have been filed with the CRO);
- if the financial year ends after 1 June 2015, the financial statements
must be prepared and filed under the 2014 Companies Act,
For further infomation please go to:
https://www.cro.ie/New-Act-2014/Annual-Returns/Financial-Statements-after-1-June
*** FIXING OF LENGTH OF FINANCIAL PERIODS ***
Under section 288 of the new Act, the financial statements attached to a
company’s first full annual return (ie with financial statements) must
cover the period from incorporation and must not be for a period longer
than 18 months. Each subsequent financial year begins on the date
immediately after the last financial year end date and must be for a
period of no more than 7 days shorter or longer than 12 months.
For further information see Section 3 of CRO Information leaflet No.23
or cRO website
https://www.cro.ie/New-Act-2014/-Forms-and-Leaflets/Leaflets
https://www.cro.ie/New-Act-2014/Annual-Returns/Financial-Statements-after-1-June
*** REVISION OF FINANCIAL STATEMENTS AND/OR DIRECTORS’ REPORT ***
A new provision in the 2014 Act is that if the company becomes aware of an
error in the Financial Statements, they should correct the error and file
the corrected documentation with the CRO not more than 28 days after the
date of revision. Where copies of the original Financial Statements or
original Directors’ Report have been laid before the company in a general
meeting or delivered to the Registrar, all revisions should be made with
reference to sections 366 to 379, CA 2014, using the Form B1X.
Where a revision is filed with the CRO, section 376(6), CA 2014, requires
that the original Financial Statements or Directors’ Report shall continue
to remain on the Register.
https://www.cro.ie/New-Act-2014/Annual-Returns/Rectification-of-Financial-Statements
Also see Section 8 of CRO Information Leaflet 23.
https://www.cro.ie/New-Act-2014/-Forms-and-Leaflets/Leaflets
*** AUDIT EXEMPTION ***
Companies will only have to meet 2 of the 3 size criteria to qualify as a “small
company” for the purposes of claiming an audit exemption. Guarantee and Group
companies will be able to qualify for the audit exemption. There will be a new
audit exemption available to Dormant companies
https://www.cro.ie/New-Act-2014/Annual-Returns
Also see Section 4 of CRO Information Leaflet 23
https://www.cro.ie/New-Act-2014/-Forms-and-Leaflets/Leaflets
*** EXTENSION OF TIME TO FILE ANNUAL RETURN WILL BE AVAILABLE FROM DISTRICT COURT ***
From the commencement date of the Companies Act 2014 (1 June 2015), applications
for an extension of time to file an annual return can be made through the
District Court as per section 343(5) of the Act. The costs of making an
application to the District Court are far less than the High Court (which
is currently the court prescribed).
Consequently, from 1 June 2015, CRO will no longer be engaging in correspondence
with companies appealing the application of penalties as a result of the late
filing of an annual return. Instead, companies who need more time to file their
annual return should make an application to the District Court in the district
court area where their registered office is situated.
- Section 343(5) of the Act will only apply to an annual return that “is to
be delivered to the CRO on or after” 1 June 2015 (ie has not been received by
the CRO before 1 June).
See Section 1.7.3 of CRO Information Leaflet 23.
https://www.cro.ie/New-Act-2014/-Forms-and-Leaflets/Leaflets
https://www.cro.ie/New-Act-2014/Annual-Returns/Extension-of-time-to-file-Annual-Return