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Annual Returns Accounts and Audit

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This 1 Hour Online CPD Course has been designed as a comprehensive guide to Annual Returns including completing and filing of the return. Conor gives practical step by step advice to ensuring that you ...

This 1 Hour Online CPD Course has been designed as a comprehensive guide to Annual Returns including completing and filing of the return. Conor gives practical step by step advice to ensuring that you don’t fall foul of the many common mistakes reported by Companies Registration Office on an Annual Basis.

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Annual Returns Accounts and Audit Annual Returns Accounts and Audit Document Transcript

  • A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. In Association with:- Online CPD for Accountants & Professional Advisors Annual Returns, Accounts & Audit Presenter: Conor Sweeney, B.A., F.C.I.S., Dip Corp Gov. CPDStore.com Unit 3, South Court, Block D, Iveagh Court, Wexford Road Business Park, 5 – 8 Harcourt Road, Carlow. Dublin 2. 059 9183888 01 4110000 www.OmniPro.ie www.CPDStore.com
  • A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Annual Returns, Accounts & Audit Contents Page Annual Returns, Accounts & Audit 1 Supporting Documentation 13 CRO Forms 21
  • A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Annual Returns, Accounts & Audit Annual Returns, Accounts & Audit • The Annual Return • Relevant Dates • Extend & Reduce ARD • Errors on Forms • Accounts OmniPro Education & Training 1 of 30
  • A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. The Annual Return • Sec 125 CA, 1963 amended by Sec 59 CLEA, 2001 “Every company shall, once at least in every year, subject to section 127, make a return to the registrar of companies, being its annual return, in the prescribed form.” • All Trading & Non Trading Companies • Financial statements must be filed with each Annual Return – except first Annual Return The Annual Return • Annual Return must be made up to a date which is no later than Annual Return Date – “ARD” • Must file A/R within 28 days of ARD • If 28 day falls on a Saturday, Sunday or public holiday period is extended to following working day • When filing electronically, sig page, accounts & filing fee must be filed within 28 days of filing electronically & must file on Friday if due over a weekend • 1 day late – late filing fees Relevant Dates • Annual Return Date – “ARD” • Calculated: - 6 months from date of incorporation or - Anniversary of last Annual Return filed at CRO – unless altered • Check ARD – www.cro.ie/search, www.core.ie, ARD Letter OmniPro Education & Training 2 of 30
  • A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Relevant Dates – The Rules 1. Financial statements must be filed with the Annual Return within 9 months from financial year end – Sec 64 CLEA, 2001 2. ARD can be extended 3. ARD can be reduced Relevant Dates – The Rules 4. First Annual Return must be filed 6 months from Date of Incorporation – No Fin Stats 5. Financial statements must be laid before the Members at AGM within 9 months of financial year end: - No more than 15 months from last AGM 6. First AGM – 18 months from Date of Incorporation Extend ARD • Once every 5 years • 6 months from original ARD • 9 month rule applies • Form B73 + Annual Return • No accounts required • Filed within 28 days of original ARD - cannot extend if late OmniPro Education & Training 3 of 30
  • A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Reduce ARD • May file Annual Return made up to a date earlier than ARD • Must file within 28 days of earlier date • 9 month rule applies • Can elect to retain new ARD for next year or to retain existing ARD • Tick Yes or No on Annual Return • No limit on No. of times you can reduce ARD The Annual Return • Details include:- - Company Number - Bond Attached - Annual Return Date - Retain ARD - Financial Year - Registered Office - Other Addresses The Annual Return - Secretary Details - Donations for Political Purposes - Presenter Details - Authorised Share Capital - Issued Share Capital - Shares Issued - Other share/debenture details - List of past & present members - Directors Details - Certification • Review notes to annual return before completing OmniPro Education & Training 4 of 30
  • A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. The Annual Return • Information correct as at ARD • As per Statutory Register • Signed by current Director & Secretary • Checklist at back of Annual Return Errors & Rejection of Incorrect Forms • 20-25% of forms received by CRO need to be returned • CRO may reject any document that does not comply with Companies Acts • CRO serve notice on the presenter with reason for rejection • 14 days to return the document • Deemed never received if not filed within 14 days Filing Annual Returns – Common Errors • Annual Return is late & no late filing fee enclosed • Company is not entitled to claim audit exemption because current or last AR is late • AR date is later than ARD • No accounts with AR • Accounts predate date on AR by more than 9 months OmniPro Education & Training 5 of 30
  • A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Filing Annual Returns – Common Errors • Form is not signed, is not signed by two different people, is not dated, signatures are not original • Accounts are not certified as true copies • Directors/Secretaries listed on signature page are not listed on CRO records as acting • Company claimed audit exemption but wording not in accounts • No cheque attached, cheque not signed, cheque not dated, incorrect fee File in Lieu of Incorrect Document • If company has filed unaudited accounts 2 options:- 1.If accounts are registered – check website - File manual annual return - Write on front page – “Amended in lieu of Sub No. …” - File with €40 filing fee – no penalties - Annual Return appears as B1B File in Lieu of Incorrect Document 2.If accounts are received but not registered - write to CRO requesting Annual Return and accounts - Remove unaudited accounts and put audited accounts with Annual Return - File Annual Return with CRO - No filing fee or penalties • Indictable Offence??? OmniPro Education & Training 6 of 30
  • A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Late Filing Fees • Filing Fee - €40 - €20 electronically • Late - €100 fine + filing fee • Daily late fee - €3 • Maximum late filing penalty - €1200 per year • Non reportable indictable offence • Fines of up to €1,904.61 • Strike off – non filing for 1 year • Audit Exemption not eligible if late • Late Filing calculator on www.cro.ie Failure to File Annual Return • Late Filing Fees • Cannot avail of Audit Exemption • On the spot fines of Officers & or Company • Company can be struck off Register • Section 371 prosecutions • Directors – restricted or disqualified • Directors prosecuted for continuously filing late Accounts • Documents to be annexed to Annual Return: - Balance Sheet - Profit & Loss account - Directors` Report - Auditors’ Report • Filed with a certificate signed by Director & Secretary certifying that the accounts are a true copy of fin stats laid or to be laid before AGM • Accounts must be audited unless Audit Exemption is availed OmniPro Education & Training 7 of 30
  • A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Abridged Accounts • 2 out 3 conditions for current and preceding financial year • Small Company: – BS < €1.9m – Turnover < €3.8m – Employees < 50 • Medium Company: – BS < €7.6m – Turnover < €15.2m – Employees < 250 Accounts • Plc’s & Guarantee – Full Accounts • Medium sized private companies annex: - an abridged balance sheet - a short form profit and loss account - Auditors report • Small sized companies annex: - an abridged balance sheet - Auditors report Format of Accounts – Small Co. Accounts Requirements as to Documents to be signature / annexed to annual return certification, etc to be signed on behalf of the directors by two (i) copy of abridged balance sheet directors to contain a statement by the directors immediately above their signatures; That (a) they have relied on specific exemptions contained in sections 10-12 of the Act and (b) they have done so on the grounds that the company is entitled to the benefit of those exemptions as a small company; the special report to be certified both by a (ii) special report of the auditors under director and the secretary of the company to section 18(3) containing be a copy of such report (a) a copy of the report of the auditor under if the auditors signature is original - report section 18(4) does not need to be certified. (b) a copy of the report of the auditor to the members under Section 193 of the 1990 Act. OmniPro Education & Training 8 of 30
  • A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Format of Accounts – Medium Sized Company Documents to be annexed to annual return Requirements as to signature/certification, etc (i) copy of balance sheet and profit and loss each signed on behalf of the directors by two account directors The copy balance sheet to contain a statement by the directors (immediately above their signatures) that (a) they have relied on specific exemptions contained in sections 11 and 12 of the Act and (b) they have done so on the grounds that the company is entitled to the benefit of those exemptions as a medium-sized company; (ii) copy of the report of the directors to be certified both by a director and the accompanying the balance sheet and profit secretary of the company to be a true copy of and loss account such report as laid before the AGM; the special report to be certified both by a (iii) special report of the auditors under director and the secretary of the company to section 18(3) containing: be a true copy of such report; (a) a copy of the report of the auditors under if the auditors signature is original, the report section 18(4) does not need to be certified. (b) a copy of the report of the auditors to the members under section 193 of the 1990 Act. Group Accounts • Reg 5 of the European Communities (Group Account) Regulations (S.I. 201 of 1992) ("the GAR"), and states that: "At the end of its financial year a parent undertaking shall prepare group accounts in accordance with these Regulations and such accounts shall be laid before the annual general meeting at the same time as the undertakings annual account are so laid." Group Accounts – Exemption Reg 7 of the GAR – applies to Private Companies a) the balance sheet total of the parent undertaking and its subsidiary undertakings together do not exceed €7,618,428 (b) the amount of the turnover of the parent undertaking and its subsidiary undertakings together does not exceed €15,236,857 and (c) the average number of persons employed by the parent undertaking and its subsidiary undertakings together does not exceed 250 • Certified copy of Group Accounts to be annexed to annual return of Parent Co. OmniPro Education & Training 9 of 30
  • A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Subsidiary Filing Requirements • Subsidiaries may be exempt from filing own accounts if Parent Co. provides a guarantee pursuant to Sec 17 C(A)A, 1986 1. Notice stating that the company has availed of the exemption under section 17 (section 17(1)(d)). 2. A copy of an irrevocable guarantee by the parent undertaking of the liabilities of the subsidiary companys annual return, pursuant to section 17(1)(b) of the 1986 Act. 3. Notification by the company to the shareholders of the guarantee pursuant to section 17(1)(b). Subsidiary Filing Requirements 4. A declaration by the subsidiary that all the shareholders have declared their consent to the exemption, this declaration to be signed by the secretary or a director (section 17(1)(a) requires the consent of all the shareholders. 5. Consolidated accounts of the parent undertaking (the exemption of the subsidiary should be disclosed in a note to the Accounts) drawn up in accordance with the requirements of the European Communities (Companies: Group Accounts) Regulations 1992 and duly audited must be attached to the subsidiary undertakings annual return (section 17(1)(f)). Filing Batch of Annual Returns • Possible to file one set of consolidated group accounts with a number of annual returns • A form B1U must be completed and filed with the annual returns & sets of accounts • No fee for form OmniPro Education & Training 10 of 30
  • A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Unlimited Company Accounts • If 1 shareholder has unlimited liability the Unlimited Company may not be required to file financial statements • Must file special auditors report with Annual Return • Still must prepare & lay audited financial statements before members Contact Details Conor Sweeney – csweeney@omnipro.ie Amy Brennan – abrennan@omnipro.ie info@omnipro.ie 059 9183888 www.omnipro.ie OmniPro Services • OmniPro Corporate Consultants • Company Formation Services • Standard Formations for €250.00 (incl VAT) • 24 Hour Turn Around • Company Secretarial Services • Annual Compliance • All Company Secretarial Special Assignments • Company Secretarial Training • Next Door to the Companies Registration Office OmniPro Education & Training 11 of 30
  • A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. OmniPro Services • OmniPro Practice Support • Strategic Planning & Implementation – Practice Development – Practice Sale, Purchase & Merger – In House Training – File Review Services • HWL OmniPro – Product & Marketing Solutions to Build Business Advisory Fees – Practice Growth Solutions OmniPro Services • OmniPro Education & Training – Professional CPD Seminars • Technical CPD • Personal Development Training for Accountants – Time management, business communication skills, Presentation skills, team leadership, management development • In House Training OmniPro Contact Details Unit 3, South Court, Block D, Wexford Road Iveagh Court, Business Park, Harcourt Road, Carlow Dublin 2 059 9183888 01 4110000 info@omnipro.ie www.omnipro.ie OmniPro Education & Training 12 of 30
  • A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Annual Return Date Rules The main rules in relation to Annual Return Dates are:- 9-month rule – financial statements must be filed at CRO within 9 months of financial year end 6-month rule – ARD cannot be extended more than 6 months from the original ARD Can only extend ARD once every five years, however you can bring the ARD back as many times as you like once the 9 month rule is complied with. There is no restriction in relation to changing your financial year-end once the 9-month rule and the rules in relation to the AGM are kept. You cannot extend your first annual return date as this is a 6-month return and no financial statements are required to be filed with the return. If a company is incorporated on 5 September 2006 the ARD is 5 March 2007. The company must file an annual return without financial statements within 28 days of 5 March 2007. The company is then required to file an annual return dated 5 March 2008 together with financial statements. The company may extend the ARD or reduce the ARD depending on the date of the financial year-end. OmniPro Education & Training 13 of 30
  • A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Optimum Annual Return Date Financial year end Optimum ARD Deadline for filing 31 January 31 October 28 November 28 February 30 November 28 December 31 March 31 December 28 January 30 April 31 January 28 February 30 May 28 February 28 March 30 June 31 March 28 April 31 July 30 April 28 May 31 August 31 May 28 June 30 September 30 June 28 July 31 October 31 July 28 August 30 November 31 August 28 September 31 December 30 September 28 October OmniPro Education & Training 14 of 30
  • A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Joe Bloggs Limited Minutes of a Meeting of Directors held at 1 Main Street, Carlow, Co. Carlow on 15th day of September 2006 at 3.00p.m. . PRESENT: Joe Bloggs - In the Chair Mary Bloggs ATTENDING: QUORUM: Joe Bloggs took the chair and declared that a quorum was present. NOTICE: It was noted that notice of the meeting had been given to all the Directors and a quorum of Directors was present. It was resolved:- ANNUAL RETURN “that the Company selects DATE as its ARD and that the DATE EXTENSION: Secretary be instructed to file the appropriate statutory forms with the Companies Registration Office”. There being no further business the meeting concluded. Date: _____________Chairman:__________________ OmniPro Education & Training 15 of 30
  • A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Joe Bloggs Limited Minutes of a Meeting of Directors held at 1 Main Street, Carlow, Co. Carlow on 15th day of September 2006 at 3.00p.m. . PRESENT: Joe Bloggs - In the Chair Mary Bloggs ATTENDING: QUORUM: Joe Bloggs took the chair and declared that a quorum was present. NOTICE: It was noted that notice of the meeting had been given to all the Directors and a quorum of Directors was present. It was resolved:- ANNUAL RETURN “That the ARD of the Company be brought back to DATE in DATE SHORTENING: order that the financial statements for the period ended DATE be filed with the 2006 Annual Return, pursuant to Section 7 of Companies (Amendment) Act, 1986 (as amended).” There being no further business the meeting concluded. Date: _____________Chairman:__________________ OmniPro Education & Training 16 of 30
  • A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. OmniPro Education & Training 17 of 30
  • A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. OmniPro Education & Training 18 of 30
  • A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. OmniPro Education & Training 19 of 30
  • A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. OmniPro Education & Training 20 of 30
  • A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Annual return Sections 125, 127, 128 Companies Act 1963 Section 7 Companies (Amendment) Act 1986 Section 26 Electoral Act 1997 Sections 43, 44 Companies (Amendment)(No. 2) Act 1999 (as amended by section 10 Companies (Amendment) Act 2009) Section 249A Companies Act 1990 (inserted by section 107 Company Law Enforcement Act 2001) Companies Act 1990 (Form and Content of Documents Delivered to Registrar) Regulations 2002 CRO receipt date stamp Companies Acts 1963 to 2009 B1 Tick box if bond Company number is attached note eighteen 1 2 3 4 5 6 Please complete using black typescript or BOLD CAPITALS, referring to explanatory notes Company name Joe Bloggs in full Limited Day Month Year Return made up to 3 0 0 9 2 0 1 1 If this return is made up to a date earlier than the notes one and two companys existing Annual Return Date (ARD), one of the following boxes must be ticked. The company wishes to RETAIN the anniversary of its existing ARD for next year. The company wishes to CHANGE its ARD for next year to the anniversary of its made-up-to-date on this return. Day Month Year Day Month Year Financial year From 0 1 0 1 2 0 1 0 To 3 1 1 2 2 0 1 0 note three Audit exemption Please tick the box if the company is claiming the exemption from audit in respect of  note four the financial year covered by the accounts attached to this return. The company may not claim the audit exemption if it is late in filing this annual return or was late in filing its last annual return to which accounts were attached or if the company is a parent or subsidiary company or is a public company, including a guarantee company. note four Auditor Registration Number note twenty three Auditor Registration Number (ARN): This is a unique number that is allocated to each individual auditor/firm of auditors by a Recognised Accountancy Body (RAB). The ARN for each registered auditor may be obtained by checking the Public Register of Auditors on the CRO website, www.cro.ie note twenty three Presenter details Person to whom queries can be addressed Registered on www.core.ie?  Yes No Name OmniPro Corporate Consultants Address Unit 3, South Court, Wexford Road Business Park Carlow Presenter Email abrennan@omnipro.ie Reference number Telephone number +353 59 9183888 Fax number +353 59 9182974 DX Number DX Exchange OmniPro Education & Training 21 of 30
  • A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. Registered office 1 Main Street note five Carlow Email Address (optional): see note five info@omnipro.ie Other addresses Address Register(s)/documents held at this note six address Secretary Surname Bloggs Former surname Forename Joe Former forename note seven note eight Residential address note seven Donations for  None political purposes note nine Name of person or political party to whom donation was made and ten Value of donation €/__ OmniPro Education & Training 22 of 30
  • Authorised TotalA Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. share capital €/__ 1,000,000.00 made up as follows: note eleven Class Number of shares Nominal value per share €/__ Ordinary 1,000,000 1.00 Issued share capital Total (insert nominal values) €/__ 100.00 made up as follows: } Paid up on shares issued for cash €/__ 100 Considered paid on other shares €/__ The sum of these figures must equal the total issued share Total calls unpaid €/__ (E) capital. Total not yet called €/__ (F) Total standing to credit of Capital Conversion Reserve Fund note twelve €/__ Shares issued Consideration – all cash Class Number of shares Total nominal value €/__ Total premium paid €/__ Total amount paid €/__ O 1 1.00 100.00 Totals (A) (C) Consideration – not all cash Total premium Total amount Class Number of shares Total nominal value €/__ considered paid €/__ considered paid €/__ Totals (B) (D) Totals Total number of shares Total paid and unpaid issued (A) + (B) 100 €/__ 100 and considered paid (C) + (D) + (E) + (F) This total must agree with the total number of shares held by existing members as stated in the List of past and present members section of the return. Other share/ debenture details note thirteen OmniPro Education & Training 23 of 30
  • A Personalised CPD Certificate of Completion will shares on the dateupon completion of this return has been madenot serve as proof of(insert year) List of past and Persons holding be forwarded to you to which the annual course. These notes do up for 20______ completion alone. 11 present members and of persons who have held shares therein at any time since the date of the last return, or in the case of the first return, the date of incorporation of the company. note fourteen Tick box if the list of past and present members is submitted on CD. notes seven and fifteen Share class Numbers held Number transferred Particulars of note sixteen & date note seventeen transferee note seventeen Name Joe Bloggs Ordinary 50 Address Dolmen View Carlow Folio no. 1 Name M O 5 Address Dolmen View Carlow Folio no. Name Address Folio no. Name Address Folio no. Name Address Folio no. Name Address Folio no. Name Address Folio no. Total number held 100 The total number of shares held must agree with the total number of issued shares given in the Shares issued section (total of (A) plus (B)). OmniPro Education & Training 24 of 30
  • DirectorsA Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. including shadow/alternate directors, if any Surname Bloggs Former surname Forename Joe Former forename note seven note eight Day Month Year Date of birth 2 4 1 0 1 9 6 3  EEA resident note eighteen Alternate director note nineteen Residential address Dolmen View note seven Carlow Business occupation Accountant Nationality Irish Other directorships Company note twenty Place of incorporation note twenty one Company number Surname Bloggs Former surname Forename Mary Former forename note seven note eight Day Month Year Date of birth 0 1 0 4 1 9 6 4  EEA resident note eighteen Alternate director note nineteen Residential address Dolmen View note seven Carlow Business occupation Accountant Nationality Other directorships Company note twenty Place of incorporation note twenty one Company number Surname Former surname Forename Former forename note seven note eight Day Month Year Date of birth EEA resident note eighteen Alternate director note nineteen Residential address note seven Business occupation Nationality Other directorships Company note twenty Place of incorporation note twenty one Company number Certification We hereby certify that (i) this form has been completed in accordance with the Notes on Completion of Form B1, (ii) contains the particulars in respect of the company as at the date to which the return is made up and that (iii) note twenty two The company is not a private company. The company is a private company and has not since the date of the last annual return (or the date  of incorporation if this is the first return) issued any invitation to the public to subscribe for any shares or debentures in the company. The company is a private company with more than 99 members, the excess of the number of members over 99 consisting wholly of persons who, under section 33(1)(b) Companies Act 1963, are not included in reckoning the number of members. Signed Director Secretary Document requires two different signatures. Same person cannot sign as both director and secretary. Name in bold Mary Bloggs Joe Bloggs capitals or typescript OmniPro Education & Training 25 of 30
  • A Personalised ON Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. NOTES CPD COMPLETION OF FORM B1 These notes should be read in conjunction with the relevant legislation. General This form must be completed correctly, in full and in accordance with the following notes. Every section of the form must be completed. Where "not applicable", "nil" or "none" is appropriate, please state. Where €/__ appear, please insert/ delete as appropriate. Where /_ applies, give the relevant currency, if not euro. Where the space provided on Form B1 is considered inadequate, the information should be presented on a continuation sheet in the same format as the relevant section in the form. The use of a continuation sheet must be so indicated in the relevant section. The Secretary and Director who sign this Form may not be the same individual. note one A company is required to file with this return any returns that may be outstanding in respect of previous years. There must be no gap between the effective date of the previous years return (if applicable) and the period covered by this return. Pursuant to s127 Companies Act 1963, a company’s return must be made up to a date not later than its Annual Return Date (ARD). However, a new company filing its first return post-incorporation must make that return up to its ARD. The return must be filed with the Registrar within 28 days of the companys ARD, or, where the return has been made up to a date earlier than the companys ARD, within 28 days of that earlier date. S127 sets out the manner in which a companys ARD is determined and in which it may be altered. There are severe penalties for late filing of the return. A companys current ARD can be checked online for free at www.cro.ie. Returns made up to a date prior to 1 March 2002: If this form is being used to file such a return, the return ought to be made up to the date which was 14 days after the companys AGM for the year in question and was required to have been delivered to the CRO within 60 days of the AGM. All other notes are also applicable to such returns. The late filing penalty will be charged in respect of any such return. note two This section must be completed if this return is being made up to a date that is earlier than companys existing ARD. Where the company wishes to retain the anniversary of its existing ARD for next year, the relevant box should be ticked. If however, the company wishes to change its ARD for next year to the anniversary of the date to which it has made up this years return, the appropriate box should be ticked. ("Next year" means the calendar year following the year in which the made-up-to date of the current return falls). If neither box is ticked and the company has made up its return to a date earlier than its ARD, the form will have to be returned by CRO for completion in this regard. This section has no application to a new company filing its first annual return post-incorporation. note three (i) If the return is filed with Form B73, or it is the first return of a company, no accounts need be attached and financial year details are not required. Otherwise, give the date of the commencement and completion of the financial year covered by the accounts presented or to be presented to the AGM of the company for that year. Pursuant to s7(1A) Companies (Amendment) Act 1986 (inserted by s64 Company Law Enforcement Act 2001), the accounts must be made up to a date not earlier by more than nine months than the date to which the return is made up. In the case of the first full annual return (ie normally eighteen months after incorporation) the period since incorporation is required to be covered by the accounts. In any other case, the accounts are required to cover the period since the last set of accounts filed with the CRO. (ii) Certain unlimited companies are required to prepare accounts and annex them to Form B1: Unlimited companies and partnerships where all the members, who do not have a limit on their liabilities, are companies limited by shares or guarantee, or their equivalent if not covered by the laws of the State, or a combination of these undertakings; unlimited companies and partnerships where all the members, who do not have a limit on their liabilities, are themselves unlimited companies or partnerships of the type aforementioned that are governed by the laws of the State or equivalent bodies governed by the laws of an EU Member State or combinations of these undertakings. Unlimited companies which do not come under either of these categories do not have to file accounts nor give details of their financial year. (iii) Private unlimited companies, private not-for-profit companies and certain companies with charitable objects, while exempt from annexing accounts to Form B1, are required by s128(6B) Companies Act 1963 to annex a special auditor’s report to Form B1. note four To avail of an audit exemption, certain statutory conditions must be satisfied by the Company, pursuant to Part III Companies (Amendment)(No.2) Act 1999. The CRO has no power to waive the statutory requirement that audited accounts be attached to an annual return, where a company is not entitled to claim the audit exemption. The statement on page 1 of this Form of the factors which disentitle a company from claiming the audit exemption is not comprehensive. For further information on the audit exemption, see CRO Information leaflet No.10 or www.cro.ie. note five Give the address at the date of this return. Any change of registered office must be notified to the CRO. Form B2 ought to be used for this purpose. CRO is planning to issue annual return and other administrative reminders to companies by email. If you wish your company to receive such reminders electronically, please supply a relevant email address for this purpose. You will also receive electronic notification to this email address of other information from CRO which may be of interest to your company. note six If not kept at the registered office, state the address(es) where the register of members, register of debenture holders, and register of directors and secretarys interests in shares and debentures of the company are kept, and where copies of directors service contracts/memoranda of same (if applicable) are retained. Where the records are retained at an accessible website, the CRO should be notified of the relevant website address. note seven Insert the full name (initials will not suffice). For each director and for each secretary who is an individual, his/her usual residential address is required. Where the secretary is a body corporate, its corporate name and registered office must be stated. Where the secretary is a firm and all the partners are joint secretaries of the company, the name and principal office of the firm will be accepted in lieu of the names and addresses of all the partners. note eight Any former forename and surname must also be stated. This does not include (a) in the case of a person usually known by a title different from his surname, the name by which he was known previous to the adoption of or succession to the title; or (b) in the case of any person, a former forename or surname where that name or surname was changed or disused before the person bearing OmniPro Education &age 18 years or has been changed or disusedof 30a period of the name attained Training 26 for
  • not less than 20 years; or (c) in the case of a married woman, the name or surname by which she was known priorA Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. to the marriage. note nine S26 Electoral Act 1997 requires details of contributions for political purposes, in excess of €5,079 in the aggregate, to any political party, member of the Dáil or Seanad, MEP or candidate in any Dáil, Seanad or European election, made by the company in the year to which the annual return relates (i.e. the period since the effective date of the previous years annual return, up to and including the effective date of the current return), to be declared in the annual return and directors’ report of the company in respect of that year. The particulars must be sufficient to identify the value of each such donation and the person to whom the donation was made. A wide definition of donation is set out in s22/s46 of the 1997 Act and includes services supplied without charge, a donation of property or goods, or the free use of same. note ten If no such donations were made during the period covered by this annual return, tick the box to indicate "None". If sufficient space is not provided please attach the details on a continuation sheet. note eleven Where a company has converted any of its shares into stock, then, where appropriate, the references to shares shall be taken as references to stock and references to number of shares shall be taken as references to amount of stock. The second page does not apply to a guarantee company without a share capital. note twelve Insert, where applicable. (If share capital has been renominalised pursuant to s26 Economic and Monetary Union Act 1998 and there has been a decrease in the whole or part of the authorised and issued share capital or in a class of shares as a result of the renominalisation (26(4)(a).) note Details of shares forfeited, shares/debentures issued at a discount, or on which a commission was paid including thirteen share class, number of shares and amounts in each case. note A full list is required with all returns. However, this requirement does not apply to a guarantee company without fourteen a share capital. Where joint shareholders exist, name either all joint shareholders or the first shareholder and “Another”. note fifteen Where there are more than seven shareholders, the list should be given on a continuation sheet in alphabetical order. note sixteen Give the total number of shares held by each member. note Applicable to private companies only. Furnish particulars of shares transferred, the date of registration of each seventeen transfer and the number of shares transferred on each date since the date of the last return, or in the case of the first return, of the incorporation of the company, by persons who are still members and persons who have ceased to be members. note Every company must have at least one full-time European Economic Area (EEA) resident director or a bond eighteen or certificate in place pursuant to s43(3) and s44 Companies (Amendment)(No.2) Act 1999 as amended by s10 Companies (Amendment) Act 2009. The EEA is all of the EU plus Iceland, Liechtenstein and Norway). Place a tick in the ”EEA-resident” box if the director is resident in a Member State of the EEA. If no full-time director is so resident and no s.44 certificate has been granted, a valid bond must be furnished with this return, unless same has already been delivered to the CRO on behalf of the company. Note that an EEA-resident alternate director is not sufficient for the purposes of s.43. For further information see CRO Information Leaflet No. 17. note Please tick the box if the director is an alternate (substitute) director. If the company’s articles so permit and subject nineteen to compliance with those articles, a director may appoint a person to be an alternate director on his/her behalf. The appointment of any person to act as director is notifiable by a company to the CRO, regardless of how the appointment is described. The company is statutorily obliged to notify the CRO of the addition to and removal of each person from its register. In the event that a full-time director who has appointed an alternate director ceases to act as director, the company is required to notify the CRO of the termination of appointment of the full-time director and of his/her alternate. Note: The CRO accepts no responsibility for maintaining the link between a full-time director and his/her alternate. note twenty Company name and number of other bodies corporate, whether incorporated in the State or elsewhere, except for bodies (a) of which the person has not been a director at any time during the past ten years; (b) of which the company is (or was at the relevant time) a wholly owned subsidiary; or (c) which are (or were at the relevant time) wholly owned subsidiaries of the company. Pursuant to s45(1) Companies (Amendment)(No.2) Act 1999, a person shall not at a particular time be a director of more than 25 companies. However, under s45(3), certain directorships are not reckoned for the purposes of s45(1). note twenty Place of incorporation if outside the State. one note twenty Tick the relevant box(es). two note twenty The Auditor Registration Number (ARN) field must be completed: three (a) by any company which is required to file accounts with its annual return and which is not entitled to and does not claim the audit exemption. Where a company is required to file accounts but is entitled to and claims the audit exemption, the ARN field should be left blank. (b) by private unlimited companies, private not-for-profit companies and certain companies with charitable objects - while these company types are exempted from the requirement to attach their accounts to their annual return, they are required by s128(6B) Companies Act 1963 to attach an auditors report (special auditors report) to their annual return. The ARN of the auditor concerned should be inserted on the B1. (note continues overleaf) OmniPro Education & Training 27 of 30
  • note twenty In the case of a new company filing its first annual return made up to the date that is 6 months after the date ofA Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone. three incorporation, the ARN field can be left blank as no accounts are required to be attached to that first annual return. (Cntd.) Accordingly, other than a new company filing its first annual return and a company filing accounts that is entitled to and claims the audit exemption, the ARN field on the B1 is required to be completed. Pursuant to S.I. No. 220 of 2010, the EC(Statutory Audits)(Directive 2006/43/EC) Regulations 2010, a person shall not act as an auditor unless he or she is entered in the Public Register of Auditors. The officers of a company are responsible for ensuring that the person they engage to audit the companys accounts, and who signs the auditors report, is on the Public Register of Auditors. The registration status of an auditor and his/her ARN may be checked on the Public Register of Auditors on the CRO website - www.cro.ie The ARN entered in this field must be that of the individual auditor or firm of auditors whose name appears on the auditors report annexed to this annual return (where applicable). The ARN field should not be completed if the company is entitled to, and is claiming, an audit exemption. An ARN must start with an alphabetical prefix which denotes the Recognised Accountancy Body to which the auditor or audit firm is affiliated. This must match exactly the registration number of that auditor or audit firm on the Public Register of Auditors on the CRO website - www.cro.ie Checklist of documents annexed Balance Sheet S128 Companies Act 1963 (CA 63); S7 & S18 Companies (Amendment) Act 1986 (CAA 86) Profit and Loss Account S7 and S18 CAA 86 Notes to the Accounts Schedule of CAA 86 (refer specifically to s12 for notes required in the case of small/medium sized businesses) Directors’ Report S128 CA 63; S7 & S18 CAA 86 Auditor’s Report S128 CA 63; S7 & S18 CAA 86 Special auditor’s report duly certified by a director and secretary to be a true copy of the report S128(6B) CA 63 Overall Certification The Acts require that the balance sheet, profit and loss account, directors’ report and auditor’s report be certified by both director and secretary to be a true copy as laid or to be laid before the A.G.M. or sent to the sole member in accordance with the single member private limited company regulations. In the case of full accounts, an overall certification will be sufficient. Guarantee by parent undertaking of the liabilities of subsidiary undertaking S17 CAA 86 as amended Declaration of consent by shareholders of subsidiary to exemption S17 CAA 86 as amended Notification to shareholders of Guarantee S17 CAA 86 as amended Note stating company has availed of exemptions in s17 CAA 86, as amended Accounting documents Reg 39 E.C. (Companies: Group Accounts) Regulations 1992 Reg 7 E.C. (Credit Institutions: Accounts) Regulations 1992 Reg 7 E.C. (Accounts) Regulations 1993 Regs 5, 17 E.C. (Insurance Undertakings: Accounts) Regulations 1996 Section 43 bond See note eighteen above. Form B73 Nomination of a new ARD Further information Professional If you have a problem completing this annual return, and in particular are unclear of the requirements pertaining to a company’s advice ARD, you should consult your professional adviser. CRO address When completed and signed, please file with the CRO. The Public Office is at 14 Parnell Square, Dublin 1. DX address: 145001. The Dx (Document Exchange) service is an alternative to filing by post. If submitting by post, send with prescribed fee to the Registrar of Companies at: Companies Registration Office, OBrien Road, Carlow. Please carefully study the explanatory notes above. A Form B1 that is not completed correctly or is not accompanied by the correct documents or fee is liable to be rejected and returned to the presenter by the CRO pursuant to section 249A Companies Act 1990 (inserted by section 107 Company Law Enforcement Act 2001). Unless the document, duly corrected, is relodged in the CRO within 14 days, it will be deemed to have never been delivered to the CRO. FURTHER INFORMATION ON COMPLETION OF FORM B1, including the prescribed fee, IS AVAILABLE FROM www.cro.ie OR BY E-MAIL info@cro.ie OmniPro Education & Training 28 of 30
  • Companies Registration OfficeA Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone.Nomination of a New Annual Return Date CRO receipt date stampSection 127(9) Companies Act 1963 (inserted by section 60Company Law Enforcement Act 2001)Companies (Form and Content of Documents Delivered tothe Registrar) Regulations 2002This form must be filed together with an annual returnand shall be delivered to the Registrar not later than 28days after the company’s existing annual return date. Itis not necessary to annex accounts to the annual return. Companies Acts 1963 to 2001 B73 Company number 1 2 3 4 5 6 Please complete using black typescript or BOLD CAPITALS, referring to explanatory notesCompany name Joe Bloggs in full Limited hereby nominates to the Registrar of Companies, pursuant to section 127(9)(b) Companies Act 1963, a new annual return date. note one Day Month Year That new annual return date shall be 3 0 0 9 2 0 0 9 being a date not later than six months after the company’s existing annual return date. note two Day Month Year This form is filed together with the annual return made up to 1 5 0 6 2 0 0 9 being the company’s existing annual return date. note twoSignature note three $ Director Secretary Presenter details Name OmniPro Corporate Consultants Limited Address Unit 3, South Court, Wexford Road Business Park, Carlow DX number DX exchange Telephone number 059 9183888 Fax number 059 9182974 Email info@omnipro.ie Reference number JOBL1PCC OmniPro Education & Training 29 of 30
  • A Personalised CPD Certificate of Completion will be forwarded to you upon completion of this course. These notes do not serve as proof of completion alone.NOTES ON COMPLETION OF FORM B73These notes should be read in conjunction with the relevant legislation. General This form must be completed in full and in accordance with the following notes. Where "not applicable", "nil" or "none" is appropriate, please state note one With effect from 1 March 2002, the annual return of a company is required to be made up to a date which is not later than its annual return date (ARD) (Section 127(1) Companies Act 1963 (inserted by section 60 Company Law Enforcement Act 2001)). Section 127 (as amended) sets out the manner in which a company’s ARD is determined and in which same may be altered; see below Further information, Alteration of ARD. note two Section 127(5) Companies Act 1963 provides that for companies incorporated prior to 1 March 2002, (a) which have delivered an annual return, the initial ARD is the anniversary of the date to which the most recent annual return delivered to the CRO was made up; (b) which have not delivered an annual return, the initial ARD is the first day after 1 March 2002 that is six months after the date on which the company’s anniversary of incorporation falls. For companies incorporated on or after 1 March 2002, the initial ARD is six months after the day of incorporation. ARDs in subsequent years will fall on the anniversary of the initial ARD, unless that date has been altered by the company in accordance with section 127. note three Place a tick in the relevant box.Further Information Deadline for delivery of The annual return is required to be delivered to the CRO not later than 28 days after the ARD.1 Non-filing of annual return to CRO an annual return is a serious offence and leaves the company liable to an on-the-spot fine, prosecution and/or strike off and/or its directors liable to an on-the-spot fine and/or prosecution. Late filing penalty A late filing penalty of €100 will become due on the day after the expiry of the filing deadline, with a daily penalty amount of €3 accruing thereafter.2 Timeliness of accounts The accounts required to be annexed to the annual return are required to (a) cover the period since the end of the period covered in the last set of accounts filed with the CRO, and (b) be made up to a date not earlier by more than nine months than the date to which the annual return is made up. This nine month rule may necessitate the company’s ARD having to be brought forward or set back. Alteration of ARD (A) Bringing the ARD forward If a company wishes to bring its annual return date forward, it can do so by making up its annual return to a date which is more than 14 days prior to its initial ARD.3 Its ARD in subsequent years will fall on the anniversary of the date to which the return has been made up. (B) Extending the ARD If a company wishes to extend its ARD, it can do so by (i) delivering an annual return to the CRO, not later than 28 days after the initial ARD, to which no accounts need be annexed;4 (ii) nominating on this prescribed form (Form B73) the new ARD, which date may be no later than six months after the initial ARD.5 NOTE When extending the ARD, it should be borne in mind that accounts are required to be filed with the next annual return, which accounts may predate the new ARD by no more than nine months. A company may, if it wishes, again extend its ARD using Form B73, but not until at least five years have elapsed since it last extended its ARD. CRO address When you have completed and signed the form, please send with the prescribed fee and Form B1 to the Registrar of Companies at: Parnell House, Parnell Square, Dublin 1 DX 145001 Parnell House 1 Or within 28 days of such earlier date to which the return may have been made up. 2 This is in addition to the standard filing fee of €30 per annual return. 3 Section 127(8). In such a case, the annual return is required to be delivered to the CRO not later than 28 days after the date to which the return has been made up. 4 Where, however, a company has already extended its ARD pursuant to section 127(11), it may not further extend the ARD pursuant to section 127(9) before such time as it has delivered to the Registrar an annual return made up to the ARD nominated pursuant to section 127(11). 5 Section 127(11) Companies Act 1963 Please carefully study the notes above. A Form B73 that is not completed correctly or is not accompanied by the correct fee is liable to be rejected and returned to the presenter by the CRO. Unless the document, duly corrected, is relodged in the CRO within 14 days, it will be deemed to have never been delivered to the CRO. FURTHER INFORMATION ON COMPLETION Education & Training AVAILABLE FROM www.cro.ie OmniPro OF FORM B73 IS 30 of 30 OR BY EMAIL info@cro.ie