Annual Statutory Obligations

    Accounting records

    The Companies Act requires every company to keep proper accounting records in the same currency of its share capital. Companies are required to file a copy of the annual accounts. These must generally be accompanied by a copy of the auditors’ report thereon, and the directors’ report. The annual accounts must be filed within 10 months from the end of the financial year, with a grace of 42 days.

    The format of the accounts to be submitted depends on the size of the company. Small companies may draw up abridged balance sheets and abridged layouts of profit and loss accounts. A small company is a company which, on its balance sheet dates, does not exceed the limits of two of the three following criteria:

    – Balance sheet total: €2,562,310.74;

    – Turnover: €5,124,621.48; and

    – Average number of employees during the accounting period: 50.

    Consolidations

    A company with subsidiaries must submit consolidated financial statements for the group of companies. Certain exemptions exist for financial holding companies, small groups, and intermediate parent companies.

    Audit report

    Companies are required to appoint independent auditors to hold office from each annual general meeting to the next. They are required to report to the shareholders on every set of financial statements furnished at a company’s annual general meeting. The Companies Act also requires that the report of the auditor should be drawn up in accordance with the International Standards on Auditing.

    Annual return

    At least once every year, a company is required to file with the Registrar of Companies an annual return giving the following information:

    • Address of registered office.
    • Summary of share capital and debentures.
    • List of shareholders.
    • Particulars of directors.

    The annual return must show the position as on each anniversary of registration of the company and must be forwarded to the Registrar within 42 days from that date.

    It is the responsibility of the officers of every company to see that the annual return and the annual accounts are filed on time. A payment between €100 and €1,400 depending on the authorised capital is to be submitted along with the return. The fees may be reduced in the event that the electronic format option is adopted.

    Tax return

    Every company is required to file an annual income tax return. Companies whose financial year ends on the 31 December must file their return by the following 30 September. Other companies must file their tax return by the end of the ninth month after their accounting date, or by the 31 March of the calendar year following the accounting date, whichever is the later. The tax return due date for individuals and other taxpayers is the 30 June.

    Other obligations

    The directors or the company secretary also have a duty to inform the Registrar about certain changes and events that occur during the lifetime of the company. This information is normally submitted on prescribed forms within 14 days from the happening of the matter, change or event. The most common notifications concern the following:

    • changes among directors and company secretary (new appointments, resignations or removal) and in the legal representation of the company;
    • transfer and transmission of shares;
    • amendments to the memorandum or articles of association;
    • change in registered office of the company;
    • issue and allotment of shares; and
    • dissolution of the company.