DEFAULTING COMPANIES BEWARE

DEFAULTING COMPANIES BEWARE

In January 2024 the Companies Registration Office (‘CRO’) suspended taking involuntary strike-off action against companies for failure to file annual returns due to issues within their own IT systems.  In August 2025 the CRO recommenced the involuntary strike-off process.

Enforcement actions for failure to file annual returns:-

A company, which fails to file an annual return in respect of any one year, may be struck off the register and dissolved.   One statutory warning only is required to be issued by the CRO to the registered office of the defaulting company.   On the expiry of 10 weeks from the date of the warning letter, if the defaulting company’s annual return and supporting documents are not filed, one or more of the following actions will be taken by the CRO:-

• Involuntary strike-off of the company.
• Prosecution of the company and/or its directors in respect of each year the annual returns are outstanding up to €5,000 per offence. A director with 3 such convictions may be disqualified from acting as a director or having any involvement in the management of any company.
• A Section 797 Companies Act 2014 application by the Registrar to the High Court to secure compliance by the company and its officers with its annual return filing obligation. The court may order that the company or the officers responsible for the default pay all costs of and incidental to this application.

Automatic penalties for defaulting companies

A company late filing its annual return and supporting documents is also subject to the following automatic penalties:-

• Monetary penalties of €100 the day the annual return first became late and €3.00 per day thereafter (capped at €3,600 after 3 years) until the outstanding annual return and supporting documents are filed with the CRO.
• The loss of the right to claim audit exemption for the following 2 financial years where an annual return was filed late prior to 16 July 2025.
• The loss of the right to claim audit exemption for the following 2 financial years where an annual return for a micro or small company is filed late on or after 16 July 2025 more than once in a five-year period (Section 22 of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024).
• The loss of the right to claim audit exemption for the following 2 financial years for all companies within a small or micro group where one of the group companies files an annual return late.

NOTE:  The late filing of a company’s first annual return is not taken into account as a late annual return affecting a company’s right to claim audit exemption.

If your company is in default now is the time to regularise the position without delay. If your company has been involuntarily struck off, we can assist you with getting it reinstated.

Please contact our company secretarial manager, Maeve Walsh, at mwalsh@reddycharlton.ie or call 01 6619500 if you have any queries or require any assistance in relation to the above.