Irish annual return and audit-exemption checker: the next deadline, and the two-strikes rule

The rule, in the Act's own words

Source: Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024, section 22 as enacted, electronic Irish Statute Book. Read 26 October 2026.

Section 363 of the Companies Act 2014, as substituted by section 22 of the 2024 Act (the enacted text):

363. (1) Subject to subsection (2), and notwithstanding that section 358 is complied with, a company is not entitled to the audit exemption referred to in that section in respect of its statutory financial statements for the 2 financial years immediately succeeding a financial year (in this section referred to as the ‘relevant financial year’) where the company—

(a) failed to deliver to the Registrar, in compliance with section 343, the company’s annual return in respect of the relevant financial year, and

(b) previously failed to deliver to the Registrar, in compliance with section 343, the company’s annual return in respect of any of the 5 financial years immediately preceding the relevant financial year.

(2) The following shall be disregarded for the purposes of paragraph (b) of subsection (1):

(a) a failure by a company to deliver its annual return which is the company’s first annual return as referred to in section 349;

(b) a failure by a company to deliver its annual return before the operative date.

(3) In this section, ‘operative date’ means the date of commencement of section 22 of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024.

Source: S.I. No. 325/2025, Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (Commencement) Order 2025, electronic Irish Statute Book. Read 26 October 2026.

S.I. No. 325/2025, article 2:

2. The 16th day of July 2025 is appointed as the day on which section 22 of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (No. 44 of 2024) shall come into operation.

Source: Companies Act 2014, section 343 (revised), Law Reform Commission. Read 26 October 2026.

Section 343:

(2) Subject to the provisions of this section, a company shall deliver to the Registrar an annual return in accordance with subsection (4) not later than 56 days after the annual return date of the company.

(3) However, if the annual return is made up to an earlier date than the company’s annual return date, it shall be so delivered not later than 56 days after that earlier date.

(5) The court, on an application made (on notice to the Registrar) by a company, may, if it is satisfied that it would be just to do so, make an order extending the time for the purposes of subsection (2) or (3) in which the annual return of the company in relation to a particular period may be delivered to the Registrar; only one such order may be made as respects the particular period to which the return concerned of the company relates.

Source: Companies Act 2014, section 345 (revised), Law Reform Commission. Read 26 October 2026.

Section 345(3):

(a) the first annual return date of the company shall be the date 6 months after the date of its incorporation, and

(b) the annual return date of the company, in each subsequent year, shall be the anniversary of its first annual return date.

Source: Companies Act 2014, section 346 (revised), Law Reform Commission. Read 26 October 2026.

Section 346(1):

(1) Where the annual return of a company is made up in any year to a date earlier than its annual return date, the company’s annual return date shall thereafter be each anniversary of the date to which that annual return is made up unless the company—

(a) elects in the annual return to retain its existing annual return date, or

Source: Companies Act 2014, section 349 (revised), Law Reform Commission. Read 26 October 2026.

Section 349:

349. Notwithstanding anything to the contrary in this Act, a company shall not be required to annex statutory financial statements, or the other documents referred to in section 347(1), to the first annual return falling to be made by the company after it is incorporated.

Source: Companies Act 2014, section 363 (revised), Law Reform Commission: its annotation on the 2024 substitution. Read 26 October 2026.

The Law Reform Commission’s revised section 363, annotation F292 (its revision predates the commencement):

Substituted by Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (44/2024), s. 22, not commenced as of date of revision.

The revised Act's page still shows the 2018 one-strike section as its live text, because its revision predates 16 July 2025. The commencement order above is what puts the two-strikes text in operation; this page uses only the enacted text.

Late filing fees are set out by the CRO; this page shows no figures. See the CRO's page on missed deadlines (read 26 October 2026).

How the page decides

• The next filing deadline is the annual return date plus 56 days (section 343(2)): the earliest anniversary of the annual return date whose deadline has not passed on the day of the check. With only a date of incorporation, the first annual return date is 6 months after it (section 345(3)). A 29 February date is taken as 28 February in a year without one, the earlier day.
• If a return was ever made up to an earlier date, or you don't know, the deadline is shown as "or earlier" with the section 346 note: take the earlier date and confirm the annual return date on CORE.
• A past return counts as an earlier failure when it was filed after its due date on or after 16 July 2025, or when its due date has passed and no filed date is entered (not filed, or unknown: counted).
• Disregarded, as section 363(2) says: the company's first annual return (tick "first return"), and a return filed late before 16 July 2025.
• A return due before 16 July 2025 but filed after it is counted, with a visible warning: whether such a failure is disregarded is not settled on the face of section 363(2)(b), so the page takes the stricter reading.
• Only the 5 financial years immediately preceding the relevant financial year count; the page reads that window one year wider, so a return near its edge is still counted.
• No history entered means "cannot tell; assume a strike". A clean history reads "does not appear to be triggered", never more. Where the condition is met, the exemption is lost for the 2 financial years immediately succeeding the relevant financial year, and no longer.
• A date that cannot be read counts as a failure until it can be.

How we check this rule

Every rule above is quoted character for character from one data file on this page, which names the regime it belongs to, the source it came from, its address and the date we read it. Last checked against legislation 26 October 2026. A separate freshness check fails if that date is more than 35 days old, and the sources are re-read monthly. The sources:

• Section 22 of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 as enacted, which substitutes section 363, and S.I. No. 325/2025, which appointed 16 July 2025, both on the electronic Irish Statute Book, read on 26 October 2026. The enacted text is the rule this page applies.
• Companies Act 2014 sections 343, 345, 346 and 349 (revised), Law Reform Commission, read on 26 October 2026 (56 days since 16 December 2020).
• Section 363 (revised), read the same day: it still shows the 2018 one-strike text as live and the 2024 text as not commenced on its revision date. The test suite fails if that older wording is ever used as the rule.
• Missed deadlines, Companies Registration Office, for late filing fees (no figures shown here).

Not worked out on this page, on purpose:

• Sections 358 to 362: the size thresholds, group rules and the other conditions of the audit exemption.
• Section 344 and any waiver of the late filing fee; enforcement by the Registrar (strike-off, on-the-spot fines, prosecutions).
• Court extensions under section 343(5) beyond the caveat line.
• Late filing fee amounts: the CRO publishes them; this page links there and shows no figures.
• Whether a failure that began before 16 July 2025 and continued past it is disregarded: this page counts it and says so.
• Companies in liquidation or being voluntarily struck off (section 343(8) and (9)), and qualifying partnerships.

If a rule changes or we find an error, we correct the page and record it here.