Connect newsletter – October 2025

2025 Annual Return Filing Deadlines

For companies who have a 31 December financial year end, the deadline for filing your company’s 2025 annual return and financial statements for the financial year ended 31 December 2024 in the Companies Registration Office is fast approaching.

Now is the time to ensure that financial statements have been finalised, Annual General Meetings have been held and that annual return documentation has been prepared and is in order.

Click here for further information on how we can help.

Companies Registration Office (“CRO”) Update

Recommencement of Enforcement Action

As of mid-August 2025, the CRO has fully recommenced its involuntary strike-off process. This marks the end of a prolonged suspension that began in March 2020 due to the COVID-19 pandemic, and which was further delayed by IT system issues in early 2024, which led to the restoration of approximately 1,500 companies that had been struck off.

As a reminder, the statutory process to involuntarily strike-off a company commences with the issue of a statutory strike off notice which states the grounds for the strike-off and specifies the remedial steps that can be taken by the company. If the company does not take corrective action within 28 days of the statutory strike off notice, a notice of impending strike off will be published in the CRO Gazette serving as a public declaration of the intended dissolution. If the company still fails to respond within 28 days of the public notice appearing in the CRO Gazette, the company will be struck off the register.

The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024, which came into effect in December 2024, significantly strengthens the CRO’s enforcement powers by expanding the grounds for involuntary strike-off. Under this Act, and once commenced, a company may now be struck off the register not only for failing to file annual returns, but also for:

Failing to notify the CRO of a change in its registered office address;
Not having a current company secretary listed; and
Failure to file beneficial ownership information with the Registrar of Beneficial Ownership.

These additions reflect a broader shift toward stricter compliance and transparency in corporate governance. Companies are now expected to maintain accurate and up-to-date statutory records or risk being involuntarily dissolved.

CRO 2024 Annual Report

The CRO has published its Annual Report for 2024 and some key points to highlight include:-

CRO revenues increased by 9.6% to €20.5 million in 2024 with the increase in revenue largely attributable to the number of late filing fees received during the year.
The number of liquidations registered with the CRO increased by 85% compared to 2023.
The CRO plans to initiate enforcement actions against liquidators who are late in filing their returns during 2025.
1,938 District Court/High Court applications were received by the CRO in 2024 to extend the time to file a company’s annual return. They objected to 5 applications and no applications were refused by the courts.
There were 12 instances where auditors notified the CRO that their Auditors Registration Number was used to file auditors reports without their permission.
At the end of 2024, 5,926 persons were on the register of disqualified persons, and 689 persons were on the register of restricted persons.
23,652 new companies were incorporated in 2024 representing an increase when compared to the 22,384 new companies incorporated in 2023.
At the end of 2024, in total, there were 324,531 Irish companies in existence on the register, with private limited by shares companies making up 88.39% of all companies on the register.
The overall number of submissions being filed with the CRO continues to rise, with over 560,000 submissions filed in 2024 compared to 550,000 filed in 2023. Over 95% of all documents filed with CRO in 2024 were filed electronically.
The CRO launched a redesigned, modern website on 3rd April 2024, focused on accessibility, streamlined content, and standardised presentation.
The CRO launched its Open Data Portal in late 2024 to comply with the Open Data Directive and Implementing Regulation (EU) 2023/138, making key company data such as ownership details and financial statements freely accessible as part of the EU’s high-value datasets initiative.
In 2024, the Registrar brought Judicial Review proceedings in the High Court seeking to have 2 District Court Orders quashed that related to the District Courts granting additional time to companies to file outstanding annual returns. The Registrar was of the view that the further orders of additional time was a second order in respect to an annual return and that the District Courts had no power to grant same. Judgement was delivered on 15th January 2025 and the Judge stated in his ruling that “only one order may be made extending time for the delivery to the Registrar of an annual return”.

Click here to read the CRO’s 2024 Annual Report in full.

Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies 2024 Annual Report

The RBO has published its 2024 Annual Report. Some of the key observations contained in the report are summarised below:-

At the end of 2024, 276,891 (88.17%) of companies and 703 (74.71%) of societies had filed beneficial ownership information on the RBO.
The RBO’s reminder campaign continued to be rolled out to newly incorporated entities to remind them of their obligation to file beneficial ownership information with the RBO within 5 months of incorporation.
There were a total of 84,314 submissions received by the RBO in 2024, of which approximately 21.14% were rejected.
419 Designated Person accounts were set up in 2024.
One application to access information on the RBO under the legitimate interest criteria was received in 2024 but was not granted as the applicant did not satisfy the criteria for access.
The RBO brought cases against 31 entities for failure to file beneficial ownership information before the Dublin Metropolitan District Court. 11 entities were convicted, 20 entities pleaded guilty and the Probation Act was applied.
On December 3^rd, 2024, the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 amended the Companies Act 2014 to provide that the Registrar of Companies, on notice from the RBO, may strike off a company for failure to file required information with the Registrar of the RBO.
The RBO launched its new website in April 2024 and was designed to focus on compliance with requirements for access by people with disabilities and to provide up-to-date information in a more user-friendly way.

Click here to view the 2024 RBO Annual Report.

Company Secretarial matters for your yearly audit

Irish registered companies, including dormant companies, must file statutory financial statements annually alongside an Annual Return with the CRO. Companies can determine their filing requirements based on size criteria, with "small companies" eligible to file abridged statements if specific thresholds for turnover, balance sheet total, and employee count are met. Additionally, audit exemptions are available for qualifying and dormant companies, provided they adhere to certain conditions. Filing deadlines are specified based on financial year ends with penalties for late submissions. Unlimited companies and foreign entities operating in Ireland also have their own filing obligations.

Please click here for further information and how we can help.

Changes to the Audit Exemption Regime

Section 22 of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act, 2024, introduced changes to the Audit Exemption Regime, effective from 16 July 2025. These changes allow small and micro (non-group) companies to maintain their audit exemption even if they file their annual return late, as long as this occurs no more than once in a five-year period. The criteria for audit exemption remain, requiring qualifying companies to meet specific thresholds in turnover, balance sheet total, and employee count. Additionally, dormant companies can qualify without size criteria, while the previous rules continue to apply for group companies.

Please click here for further information and how we can help.

ECCTA and Companies House Reforms

The implementation of the reforms introduced by the Economic Crime and Corporate Transparency Act 2023 (“ECCTA”) will be of interest for Irish groups with UK subsidiaries and those doing business with UK companies. The director and PSC identity verification regime is one of the most significant measures introduced by ECCTA, with Companies House confirming rollout from 18 November 2025.From this date new directors will need to verify their identity prior to incorporating a company or being appointed to an existing company. Existing directors will need to confirm they have verified their identity and provide Companies House their personal code as part of their company’ s next confirmation statement, due from 18 November 2025. PSC’s must also verify their identity.

Please click here for further information and how we can help.

EU Pay Transparency Directive

The EU Pay Transparency Directive, set to be transposed into Irish law by June 2026, aims to strengthen the enforcement of the principle of equal pay for equal work or work of equal value by mandating pay transparency practices from employers. Key provisions include the requirement for employers to report gender pay gaps, provide pay information to employees and applicants, and prohibit pay secrecy. Reporting on pay gap will be mandatory for employers with at least 100 or more employees, with varying reporting timelines based on employee count. Employees will have rights to access information on their pay relative to gender averages. Employers are recommended to prepare for these changes by implementing systems for pay data collection and analysis, fostering recruitment transparency, and training staff on compliance.

Click here for our colleagues’ insights on the EU Pay Transparency Directive and how they can help.

people having discussion with gavel in foreground

28^th Legal Regime

Finally, a new optional EU legal framework, referred to as “the 28^th legal regime” will be proposed by the European Commission in early 2026. The aim of this new regime is to help small and medium-sized enterprises to scale up and grow by providing them with the possibility of operating under one single legal framework across the EU, instead of under 27 distinct legal regimes. The hope is to provide a legal framework that facilities one EU company that can operate across Europe, rather than having to set up either a subsidiary or a branch in each EU jurisdiction. Companies will have the option to operate under the new framework or their existing national framework, and the consultation closed on 30 September.