The Companies Registration Office (CRO) has introduced mandatory electronic filing for the submission of the following documents as of 1 June 2017:
- Form B1 – annual return (including financial statements)
- Form B2 – change of registered office address
- Form B10 – change of director/company secretary or their details
- Form B73 – nomination of a new annual return date
What companies are affected by these changes?
All Irish companies are affected and must abide by the mandatory electronic filing rules that were introduced on 1 June 2017.
Filing fee payment
The filing fee for the Form B1 has been reduced from €40 to €20 and there is no filing fee for forms B2, B10 and B73.
The €20 filing fee for form B1 must be paid electronically by credit / debit card or through a CRO customer account. Direct payment of filing fees, including late filing fees, by cheque is no longer possible since the introduction of this new requirement on 1 June 2017.
Online filing of Form B1
Another important change to note is that hard copies of signed financial statements are no longer accepted by the Companies Office, instead they must be filed electronically.
The Form B1 must be filed electronically within 28 days of a company’s Annual Return Date in order to avoid late filing penalties and loss of audit exemption, where applicable. It is important to note that the annual return becomes due for submission within 28 days of the date of e-filing regardless of what the annual return date of the company is. If the annual return date is 30 September 2017, the deadline for filing with the CRO is 28 October 2017. However, if that annual return is filed online on 10 July 2017, it becomes due for filing on 7 August 2017 and not 28 October 2017.
In practice, companies have often signed off the annual return at the same time as the financial statements and waited the maximum available time before filing when the information becomes public. Now companies will have to consider the timing of the signing of the annual return as the filing date will always be 28 days after the date on which the return is submitted. This change in the practice of signing the annual return will have no impact on signing the financial statements or holding the Annual General Meeting.
Financial Statements must be uploaded as a PDF attachment either on CORE or through an approved software package within 28 days of the Form B1 being filed electronically.
The financial statements do not have to bear the physical signatures of the directors or auditors. Instead they must contain the typed name(s) of the directors who signed them on behalf of the board, the typed name of the auditor (where applicable) and the date on which they were signed.
What happens if my Annual Return Date falls before 1 June 2017?
Under the new rules, the annual return and financial statements will not be accepted by the Companies Registration Office in paper format, they must be electronically filed regardless of whether the annual return date falls before 1 June 2017 or not. Annual Returns and financial statements that were overdue for filing at 1 June 2017 must now be filed electronically.
Benefits of e-filing
The requirement for electronic filing should serve to reduce the number of errors on the documents being filed on the public register as the person filing the form will be made aware immediately if the information being submitted is inconsistent with the information on the Companies Registration Office records. Registration of documents filed with the CRO will be faster and more efficient and the amount of paper being sent is reduced to one page in most cases.
If you would like more information on these changes, please contact a member of the Audit team.