Company law news

Tips and pointers for the busy filing season  Important dates For the majority of Irish companies, the following timelines apply: For a financial year end date of 31 December, the 30 September is the most common Annual Return Date (ARD). Therefore, by Tuesday 25 November, 56 days from the ARD, the company’s Annual Return, financial statements and signed signature page should be electronically filed (only-no manual filing is permitted). Please note that not every 31 December year end has an ARD of 30 September so it is important to confirm the ARD and then it is 56 days from that date. Please click here for the Companies Registration Office information on peak filing. File early! We would encourage presenters to file early if at all possible. Do not leave filing till the last minute. The Companies Registration Office’s (CRO) position on timing of receipt of a document is when it has been received by the CRO and not when it has been sent by you or your agent. Therefore, if there are delays in the system which result in the documents being received after midnight on 25th November then the document is late even if it had been sent before midnight. Also, early filing will help to avoid problems with potential CRO systems and resource deficiencies. At a stakeholder meeting with the CRO on 3 September 2025 the CRO reported that it has a backlog of 20,000 B1’s to process. They estimate that this is a 6-week backlog. They anticipate that this will reduce by the beginning of peak filing season, but early filing may mitigate potential difficulties and delays. Please click for more companies office information on common errors on form B1. Other matters to keep in mind Please also check if there have been any changes in the company since the last annual return and that the forms have been filed to reflect these changes, and then update the B1 accordingly. Confirm that if you are claiming any exemptions such as audit exemption, abridgement or Section 357 Guarantee you are entitled to do so and check if there have been changes in the company size or the group thresholds. Remember also that the financial statements must be uploaded before the signature page is generated so anyone leaving it to the last day will have to make sure that the director and secretary are available to sign if there is no electronic filing agent , EFA appointed to the company. Please note that the Companies Registration Office (CRO) will not accept electronically signed documents. The signature page(s) must be physically signed i.e. “wet ink” and then scanned for submission. If you require help with CORE or have technical issues with filing your annual return, please contact the CRO Helpdesk support@cro-helpdesk.cloud.gov.ie. Agents who use software packages should contact their software vendor directly for information in relation to technical issues, such as upgrades of these systems. All other queries for Annual Returns can be directed to the dedicated mailbox CRO Annual Returns annualreturns@cro.ie Adverse consequences of late filing Late filing can have the following adverse consequences: Late filing fees Loss of audit exemption. The rules have changed since July 2025 .Click for a news item on the changes to audit exemption rules Possible application to district court for extension of time to file Involuntary strike off of the company Disqualification of director This information is provided as resources and information only and nothing in these pages purports to provide professional advice or definitive legal interpretation(s) or opinion(s) on the applicable legislation or legal or other matters referred to in the pages. If the reader is in doubt on any matter in this complex area further legal or other advice must be obtained. While every reasonable care has been taken by the Institute in the preparation of these pages, we do not guarantee the accuracy or veracity of any resource, guidance, information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. The Institute is not responsible for any errors or omissions or for the results obtained from the use of the resources or information contained in these pages.    

UK Parliament has published a draft of the Companies (Directors’ Report) (Payment Reporting) Regulations 2025 (“Regulations”). It has also published a draft explanatory memorandum. The purpose of the draft Regulations is stated to be to make changes to reporting requirements to require large companies to report information about their payment practices and performance within directors’ reports. For further information on company size thresholds please click to access the Institute webpage on UK company thresholds. The draft Regulations when enacted will require the directors' report to include items such as the payment period specified in a company’s standard payment terms in its qualifying contracts between it and its suppliers. Where there are variations to standard payment terms, details of the variations and notifications/consultations with suppliers before making the variation should also be reported. Details should also be included about payments made including percentages and total sums not made within the company’s payment period. See the draft Regulations for full details. “Qualifying contracts” are defined in the draft Regulations, and the definition relates to exclusion of contracts for financial services and other terms dealing with the choice of law of the contract. The draft Regulations are stated to come into force on 1 January 2026 and will have effect in respect of a company’s financial year beginning on or after 1st January 2026. This information is provided as resources and information only and nothing in these pages purports to provide professional advice or definitive legal interpretation(s) or opinion(s) on the applicable legislation or legal or other matters referred to in the pages. If the reader is in doubt on any matter in this complex area further legal or other advice must be obtained. While every reasonable care has been taken by the Institute in the preparation of these pages, we do not guarantee the accuracy or veracity of any resource, guidance, information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. The Institute is not responsible for any errors or omissions or for the results obtained from the use of the resources or information contained in these pages.    

Readers may find interesting the Irish Revenue Commissioners e brief on Taxation of Partnerships dated July 2025. In addition to providing guidance on the taxation of partnerships, the e brief describes the background to partnerships, the 3 types of partnership available under Irish law which are general, limited and investment limited partnerships. It also details the main types of partners, general partners, salaried partners, fixed share partners and limited partners and gives some information on joint and several liability.   This information is provided as resources and information only and nothing in these pages purports to provide professional advice or definitive legal interpretation(s) or opinion(s) on the applicable legislation or legal or other matters referred to in the pages. If the reader is in doubt on any matter in this complex area further legal or other advice must be obtained. While every reasonable care has been taken by the Institute in the preparation of these pages, we do not guarantee the accuracy or veracity of any resource, guidance, information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. The Institute is not responsible for any errors or omissions or for the results obtained from the use of the resources or information contained in these pages.

Minister Burke has announced the commencement of Section 22 of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024.  This provision relates to a change to the current audit exemption regime, whereby small and micro sized companies will not, in future, automatically lose the privilege of audit exemption on a first occasion, in a five-year period, of late filing of an annual return with the Companies Registration Office. Section 22 will replace section 363 of the Companies Act 2014. Section 363 in summary provided that if a company failed to submit an annual return it would lose its audit exemption for the succeeding two years. Section 22 amends this and introduces a graduated regime which means that audit exemption will only be lost if a company files its annual return late more than once in a five-year period. Section 22 also provides that a company’s first annual return or previous failure to file an annual return before the commencement of the provision (as the company has already lost its audit exemption) shall not be considered a previous failure. This is a matter that we have made numerous representations on for the last number of years. While we advise members to file on time, there will be genuine reasons why a filing deadline is missed and commencing this provision should reduce the burden on those companies.   It is great to see the commencement of this piece of legislation before the peak filing season commences which will give clarity to members who may need to benefit from it.   Please see the press release here. Please see the DETE press release here and a notice from the CRO.      

The Corporate Enforcement Authority (CEA) has today published its second Annual Report. The CEA writes that the Report details the CEA’s activities during 2024 in furthering its strategic objectives as set out in its Statement of Strategy 2022-2025. The Report features 22 case studies that highlight the wide-ranging impact of the CEA. Those case studies evidence a careful and tiered approach towards the utilisation of the CEA’s suite of enforcement powers. Please click the link to read the CEA press release with a summary of the highlights of the report and click to read the CEA 2nd Annual Report. This information is provided as resources and information only and nothing in these pages purports to provide professional advice or definitive legal interpretation(s) or opinion(s) on the applicable legislation or legal or other matters referred to in the pages. If the reader is in doubt on any matter in this complex area further legal or other advice must be obtained. While every reasonable care has been taken by the Institute in the preparation of these pages, we do not guarantee the accuracy or veracity of any resource, guidance, information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. The Institute is not responsible for any errors or omissions or for the results obtained from the use of the resources or information contained in these pages.

From the Professional Accountancy team…... Update of 16 July 2025 :the High Court put a stay on the restriction order for four months to give the directors time to organise their affairs. It is not yet clear if the directors will appeal the decision to restrict them . Background In the  case of Downtul Limited (in liquidation ) Patrick O'Connell, Ciaran Butler and Colum Butler the liquidator of Downtul Limited (“Downtul”) sought to have two directors (the Respondents) restricted for a period of 5 years from acting as director or secretary of a company. Downtul entered a lease (“Lease”) with Stephen Court Limited (landlord) in respect of a property from which a Starbucks outlet was operated. A separate related company (Atercin Liffey Unlimited Company, “Atercin”) operated the Starbucks. Downtul did not occupy or use the leased property and had no income, or means to generate income, to discharge the liabilities arising under the Lease, including rent. There was also no evidence of any enforceable mechanism for Downtul to recover monies from Atercin to meet its liabilities. Restriction of director -acting honestly & responsibly The case established that Downtul bore the liability and burden of the Lease. The separate related company Atercin occupied and traded from the property and earned revenue from that trade. At all times since the Lease was entered, Atercin and not Downtul had occupied the Property and operated the coffee shop throughout the term of the Lease.  There was no evidence of any agreement or consideration being given to the rights of Downtul. In allowing Downtul to enter and maintain these arrangements, and in failing to ensure an enforceable mechanism by which Downtul could obtain the funds necessary to discharge its liabilities as they fell due or otherwise protect its position, the Respondents failed to demonstrate responsible conduct with regard to the interests of Downtul as a separate legal entity within the Group. Mainly for the above reasons the judge was not satisfied the respondents has acted responsibly in conducting the affairs of Downtul. It was noted that a finding of illegality or unlawfulness is not required to restrict a director under S819. the fact that a transaction is not unlawful does not mean it is not relevant to assessing a director’s honesty or responsibility. The judge also said that the failure to keep proper accounting records, the omission of material disclosures from the financial statements and the failure to minute a single board meeting since 2017 are also – independently of her primary findings of irresponsibility – separate grounds on which she was not satisfied that the Respondents acted responsibly. As she was not satisfied that the Respondents acted responsibly with regard to the conduct of the affairs of Downtul the judge said she was mandated by section 819(2) to make the declaration of restriction sought by the Liquidator.   Accounting records and materiality/disclosure/corporate governance The judgement stated that there were no accounting records, disclosures in financial statements, or board minutes which even refer to the apparent arrangements between Downtul and Atercin. The financial statements make no reference to the Lease or to the receipt of monies from Atercin to pay the rent and other charges associated with the Starbucks property. This the court said underlines the lack of transparency in relation to the affairs of Downtul. Company accounts and records should contain a true and fair view of the company’s financial position. The case also considered the issue of disclosure of material transactions under FRS 102(1A) to ensure a “true and fair view” is given of the company’s financial position. The judge said that a responsible view of Downtul’s financial position would lead to the conclusion that the Lease and issues that arose with the landlord (rent suspension, legal proceedings) are matters that would be material for a user of the financial statements. The evidence and perspective of the Liquidator that these items collectively are material and significant for Downtul was accepted by the court. The judge found in the particular circumstances of Downtul, and the specific evidence adduced, the books that were kept were not sufficient to demonstrate a responsible approach by the Respondents to the maintenance of accounting records such as to enable compliance with section 282 of the Companies Act 2014. the fact that it is a small company or a company with limited activity does not provide an excuse or justification for not maintaining even a minimum record of Downtul’s transactions (quite apart from the more fundamental issues with Downtul’s interaction with Atercin). Finally, on the corporate governance side the judge noted that the Respondents chose to become directors of more than 170 and more than 200 companies respectively. Being a director of so many companies brings with it onerous and important responsibilities. She was not suggesting this is a light task when the Respondents are responsible for some 150- 200 companies, but it was the Respondents who made the decision to incorporate and direct the affairs of such a significant number of companies. The fact they have so burdened themselves cannot absolve them of the obligation to separately discharge the duties incumbent on them in each of those roles. The only question is whether they acted responsibly with regard to the affairs of Downtul. In the absence of any record of a meeting or decision with regard to Downtul from 2017 onwards, she simply could not be, and was not, satisfied in that respect. Conclusion The judgment contains an extensive examination of the grounds for restricting a director under section 819 of Companies Act 2014. There are other useful aspects to this judgment also, including for example an account of the relevant duties of expert witnesses. Readers should note that the judge found that the respondents discharged the burden of showing they acted honestly. However, because she found they had not acted responsibly this was enough to trigger the operation of the restriction provisions in section 819. It should also be noted that the directors have been restricted for 5 years, not disqualified. Restricted means that the person cannot act as a company director (or secretary) for 5 years unless the company of which they wish to be director has an allotted share capital of €100,000 (in the case of companies other than PLCs) with each allotted share to be paid for in cash. Readers can find out more about disqualification of directors in the Corporate Enforcement Authority’s very useful note on the subject CEA Information Note 2024/1 -Circumstances leading to disqualification under the Companies Act 2014 and the associated consequences. This information is provided as resources and information only and nothing in these pages purports to provide professional advice or definitive legal interpretation(s) or opinion(s) on the applicable legislation or legal or other matters referred to in the pages. If the reader is in doubt on any matter in this complex area further legal or other advice must be obtained. While every reasonable care has been taken by the Institute in the preparation of these pages, we do not guarantee the accuracy or veracity of any resource, guidance, information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. The Institute is not responsible for any errors or omissions or for the results obtained from the use of the resources or information contained in these pages.                    

One of the measures set out in the UK Economic Crime and Corporate Transparency Act is one to improve transparency by making more company financial information available to the public.   Companies House has announced that over the coming days it will start to contact by email all the UK companies on their register to let them know that from 1 April 2027, all accounts filings must be made using commercial software. From then web and paper routes will be closed for accounts filings but will remain open for other statutory filings.   UK Accounts filing options will be also streamlined from April 2027 for small and micro-entity companies. From then micro-entities will be required to file a copy of their balance sheet and profit and loss account. Small companies will be required to file a copy of balance sheet, directors’ report, auditor’s report (unless exempt) and profit and loss account.  Companies will no longer be able to prepare and file ‘abridged’ accounts. Related changes include updates to audit exemptions and accounting reference periods. For more information on these planned changes readers can check out Changes to accounts article on Companies‘ House website. This information is provided as resources and information only and nothing in these pages purports to provide professional advice or definitive legal interpretation(s) or opinion(s) on the applicable legislation or legal or other matters referred to in the pages. If the reader is in doubt on any matter in this complex area further legal or other advice must be obtained. While every reasonable care has been taken by the Institute in the preparation of these pages, we do not guarantee the accuracy or veracity of any resource, guidance, information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. The Institute is not responsible for any errors or omissions or for the results obtained from the use of the resources or information contained in these pages.

from the Professional Accountancy team ... The ‘28th regime’ a new EU legal framework for innovative companies is  a proposed legal framework that is additional to the national legal frameworks of the 27 Member States .It was referenced in the European Commission’s Competitiveness Compass of January 2025 and the European Commission's work programme of February 2025 .The idea behind it is that the EU will offer a parallel, elective legal framework that businesses can choose to operate under ,simplifying applicable rules and  bypassing the different national legal frameworks. In June 2025 the EU Commissioner for Justice Democracy and the Rule of Law ,Michael Mc Grath, appointed Dr Tom Courtney a solicitor ,leading author on Irish company law and previous chair of the Irish Company Law Review Group as his special adviser to advise him on the proposal for a new 28th regime company .Dr Courtney writes that this is a very important EU initiative to make it possible for companies to benefit from a simpler harmonised set of EU wide rules . This information is provided as resources and information only and nothing in these pages purports to provide professional advice or definitive legal interpretation(s) or opinion(s) on the applicable legislation or legal or other matters referred to in the pages. If the reader is in doubt on any matter in this complex area further legal or other advice must be obtained. While every reasonable care has been taken by the Institute in the preparation of these pages, we do not guarantee the accuracy or veracity of any resource, guidance, information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. The Institute is not responsible for any errors or omissions or for the results obtained from the use of the resources or information contained in these pages.  

The Institute has today published a webpage on Economic Crime and Corporate Transparency Act 2023 - Changes in Companies House.  The aim of this webpage is to inform members of the recent Companies House identity verification changes and how to register as an Authorised Corporate Service Provider. These identity verification requirements came into effect on a voluntary basis on 8 April 2025 and will be mandatory for all company directors and People with Significant Control from Autumn 2025.  It also sets out other changes to be introduced by Companies House at a later date and reminds members of the changes from phase 1 last year.   

The UK Government has published in draft the Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025. They have not yet been adopted and that date is currently unknown. If adopted the legislation will repeal most requirements relating to the reporting of directors’ remuneration by quoted companies that were added in 2019 to implement the EU revised Shareholder Rights Directive. The explanatory memorandum explains that those requirements overlapped considerably with the reporting framework as it was before the Directive’s implementation, or added no material value to shareholders so this legislation would remove most of these requirements, to avoid duplicative or unnecessary reporting. It will also make changes to the existing audit regulatory framework to address some gaps or inconsistencies in regulations that have been identified by Government and the audit regulator, the Financial Reporting Council (FRC). The changes form part of wider action being taken by the Government to streamline the UK’s non-financial reporting framework. Readers can find more information about the changes in the explanatory memorandum to the Companies (Directors’ Remuneration and Audit) (Amendment) Regulations 2025. This information is provided as resources and information only and nothing in these pages purports to provide professional advice or definitive legal interpretation(s) or opinion(s) on the applicable legislation or legal or other matters referred to in the pages. If the reader is in doubt on any matter in this complex area further legal or other advice must be obtained. While every reasonable care has been taken by the Institute in the preparation of these pages, we do not guarantee the accuracy or veracity of any resource, guidance, information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. The Institute is not responsible for any errors or omissions or for the results obtained from the use of the resources or information contained in these pages.  

From the Professional Accountancy team…… The Government has in recent days issued its Spring Legislative Programme 2025 the first since the new Government took office. In it there is some proposed legislation which may be of interest to members. Co-operatives The Co-operative Societies bill is listed for priority drafting. This legislation aims to place the co-operative model on a more favourable and clearer legal basis, thereby creating a level playing field with companies and encouraging the consideration of the co-operative model as an attractive formation option for entrepreneurs. Readers may recall that the previous Government in November 2022 approved the drafting of what was billed as ground-breaking legislation for the sector. The draft legislation proposes to repeal the Industrial and Provident Societies Acts 1893-2021 and provide a modern and effective legislative framework suitable for the diverse range of organisations using the co-operative model in Ireland. You can read more here by following the  link to the General Scheme of the Co-operative Societies Bill 2022. Readers can also go to the Institute’s technical hub pages where there is further information on this area. Other Also on the business regulation side, changes are proposed to the law on limited partnerships and business names. As we reported previously, heads of the general scheme for the Miscellaneous Provisions (Registration of Limited Partnerships and Business Names) Bill was published in July 2024  as both the limited partnership and business names legislation require updating to provide for modern business practices for those engaged in business using a business name or the limited partnership model .The Spring legislative programme indicates that work is ongoing on priority drafting of this legislation. Other legislation for priority publication is the National Cyber Security Bill to implement the Directive known as NIS 2 into Irish law. This directive was due to be transposed by 17 October 2024, so Ireland is overdue in its implementation. The previous government published heads of Bill of the National Cyber Security Bill in July 2024. Finally on this topic: - heads are in preparation for the Regulation of Artificial Intelligence Bill .The Bill will give full effect to the EU Regulation ,the Artificial Intelligence Act and will designate the National Competent Authorities responsible for implementing and enforcing the EU Regulation and will provide for penalties for non-compliance. - the Autumn 2024 legislative programme referenced heads in preparation and priority publication of the Criminal Justice (Money Laundering and Terrorist Financing) (Amendment) Bill. This was stated to amend the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010 (2010 Act) to ensure that Crypto Asset Service Providers are covered by national law in relation to Ireland’s Anti-Money Laundering and Terrorist Financing regime. Readers might note that in December 2024 the Minister for Justice by SI 724 of 2024 prescribed crypto asset service providers as designated persons under the 2010 Act. - the Finance (Provision of Access to Cash Infrastructure) Bill 2024 which was published by the Dept of Finance last year  has been restored to the Dail order paper . This information is provided as resources and information only and nothing in these pages purports to provide professional advice or definitive legal interpretation(s) or opinion(s) on the applicable legislation or legal or other matters referred to in the pages. If the reader is in doubt on any matter in this complex area further legal or other advice must be obtained. While every reasonable care has been taken by the Institute in the preparation of these pages, we do not guarantee the accuracy or veracity of any resource, guidance, information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. The Institute is not responsible for any errors or omissions or for the results obtained from the use of the resources or information contained in these pages.    

From the Institute's Professional Accounting team .... In December 2024 the UK Government laid legislation, the Companies (Accounts and Reports) (Amendment and Transitional Provision) Regulations 2024 before Parliament to increase the monetary size thresholds for micro, small and medium-sized entities. It also removes certain requirements from the Directors’ Report.  The new monetary size threshold changes are effective from 6 April 2025. Please also click to read the explanatory memorandum to the legislation for further insight into the changes.                                This information is provided as resources and information only and nothing in these pages purports to provide professional advice or definitive legal interpretation(s) or opinion(s) on the applicable legislation or legal or other matters referred to in the pages. If the reader is in doubt on any matter in this complex area further legal or other advice must be obtained. While every reasonable care has been taken by the Institute in the preparation of these pages, we do not guarantee the accuracy or veracity of any resource, guidance, information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. The Institute is not responsible for any errors or omissions or for the results obtained from the use of the resources or information contained in these pages.