Annual Returns Accounts and Audit

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


Annual Returns, Accounts & Audit

Contents Page

Annual Returns, Accounts & Audit 1

Supporting Documentation 13

CRO Forms 21


Audit

Audit
• The Annual Return

• Relevant Dates

• Extend & Reduce ARD

• Errors on Forms

• Accounts

OmniPro Education & Training 1 of 30


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



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



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



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



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???



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



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 auditor's 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.



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 auditor's 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
undertaking's 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.



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 company's
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



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



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• Strategic Planning & Implementation
– Practice Development
– Practice Sale, Purchase & Merger
– In House Training
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• HWL OmniPro
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Advisory Fees
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OmniPro Services
• OmniPro Education & Training
– Professional CPD Seminars
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Presentation skills, team leadership, management
development
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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



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.



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



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:__________________



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:__________________


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 company's 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


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 €/__


Authorised Total
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


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)).

Directors
including shadow/alternate
directors, if any
Forename Joe Former forename
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

Forename Mary Former forename
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

Surname Former surname
Forename Former forename
Day Month Year

Date of birth EEA resident note eighteen Alternate director note nineteen

Residential address
note seven

Business occupation Nationality

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 year's 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 company's ARD, or, where the return has been made up to a
date earlier than the company's ARD, within 28 days of that earlier date. S127 sets out the manner in which a company's
ARD is determined and in which it may be altered. There are severe penalties for late filing of the return. A company's
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 company's
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 company's 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 year's 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 secretary's 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 prior
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 year's 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 auditor's report (special auditor's report) to their annual
return. The ARN of the auditor concerned should be inserted on the B1. (note continues overleaf)

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 of
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 company's accounts, and who signs the auditor's
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, O'Brien 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


Companies Registration Office

Nomination of a New Annual Return Date CRO receipt date stamp
Section 127(9) Companies Act 1963 (inserted by section 60
Company Law Enforcement Act 2001)
Companies (Form and Content of Documents Delivered to
the Registrar) Regulations 2002

This form must be filed together with an annual return
and shall be delivered to the Registrar not later than 28
days after the company’s existing annual return date. It
is 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 notes

Company 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 two

Signature
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

NOTES ON COMPLETION OF FORM B73
These 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

Annual Returns Accounts and Audit

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