Annual Compliance in Ireland: GEOS Guide for Global Expansion

Ireland keeps a close eye on corporate governance and compliance. Each year, more than 11,000 companies are struck off the register, often for missing routine filings or basic governance requirements. For foreign subsidiaries, that makes annual compliance something you can’t overlook. 

Accurate records and on-time filings keep a company in good standing and trusted across the market. Keeping compliance consistent over time also supports stability and steady growth in Ireland.

Ireland’s Rules and Governance for Foreign Subsidiaries

Ireland’s corporate framework is clear, trusted, and easy to follow. That’s why PwC places corporate governance at the heart of long-term management and sustainability. In simple terms, governance covers how a company is organised, managed, and directed toward its main objectives.

In practice, strong governance and compliance shows up in a few everyday ways:

• Defining roles and responsibilities through board-level documents such as charters, delegated authority policies, and committee terms of reference.
• Maintaining oversight of major risks, including cyber and IT threats, operational disruption, and legal or regulatory exposure.
• Keeping audit committee focus on financial reporting quality, audit oversight, and practical risk management priorities.

For foreign-owned subsidiaries in Ireland, compliance works best when treated as an ongoing operational discipline rather than a once-a-year task.

Annual Governance and Compliance Obligations in Ireland

Foreign-owned Irish subsidiaries deal with several recurring governance and compliance obligations each year. Keeping up with them helps protect legal status and avoid penalties or strike-off risk. The following sections cover the main compliance duties to know.

1. Annual Return Filing with the CRO

The annual return is one of the most important recurring compliance steps for companies in Ireland. Every Irish company is required to file an annual return form (Form B1) with the Companies Registration Office (CRO) each year, and this is a legal requirement for all Irish companies.

The annual return confirms core company information with the CRO and helps maintain good legal standing. Missing the filing deadline can quickly lead to penalties or more serious enforcement action.

The return is submitted using Form B1 and must be filed online via the CORE system. The deadline for submitting Form B1 is 56 days from the company’s annual return date (ARD). The first Annual Return Date (ARD) falls exactly 6 months after the successful registration of your company, and subsequent annual returns are due every 12 months.

Companies have a 56-day window from the ARD to complete electronic filings, upload financial statements, and pay the fee. The annual return must be delivered to the CRO not later than 28 days after its annual return date, and the accounts must be made up to a date not less than nine months before the ARD.

Form B1 is required each year, even if the company is not trading. This filing duty sits separately from tax compliance under the Companies Act 2014, so resolving Revenue matters alone does not remove the need to file an annual return with the CRO.

Timing is strict. The filing deadline links to a fixed annual return date (ARD) that cannot fall more than nine months after the financial year end. Late filing carries real consequences:

• Late filing fees start at €100 and increase on a daily basis by €3, up to a maximum of €1,200.
• Late returns can result in the loss of audit exemption for two years, and late filing incurs financial penalties and may cause the loss of audit exemptions.
• Failure to comply with annual return obligations is considered a category 3 offence, and the CRO may issue penalty notices for failure to make a return, which can be paid to avoid prosecution.
• If a company fails to make its annual return, it may be struck off by the CRO.
• Possible involuntary strike-off from the register.
• Director prosecution or disqualification in serious cases.

Missing the annual return deadline is one of the most common compliance failures for foreign subsidiaries in Ireland.

2. Preparation and Filing of Financial Statements

In Ireland, directors are responsible for making sure financial reporting meets governance and compliance standards. In practice, they need to make sure:

• Adequate accounting records are kept.
• Financial statements give a true and fair view and follow the relevant accounting standards.
• Most companies must submit a balance sheet and profit and loss account with their annual return.
• Companies must file audited or abridged financial statements alongside the Annual Return (Form B1). For Limited Companies, financial statements are mandatory with the second and subsequent annual returns.
• Companies must prepare and file annual financial statements with the CRO from the second Annual Return onward.
• An audit is completed where required.
• An AGM, or written AGM, takes place each year so the accounts can be presented to members.

Larger entities face a few extra governance and compliance expectations. Some companies must set up an Audit Committee, or explain in the statutory financial statements why one was not created. Directors’ remuneration disclosures may also need to appear in publicly filed financial statements, depending on available exemptions.

Directors’ Compliance Statement

Larger or publicly listed companies may need to include a directors’ compliance statement in the directors’ report. This requirement typically applies to:

• Public limited companies.
• Large private companies with a balance sheet total above €12.5 million and turnover above €25 million.

In the statement, directors need to confirm that:

• They take responsibility for meeting relevant legal and tax obligations.
• A formal compliance policy is in place.
• Proper compliance systems and controls have been set up.
• Those systems are reviewed each year, or a clear explanation is given if a review has not taken place.

3. Corporate Tax Compliance and Revenue Filings

Irish subsidiaries need to coordinate corporate tax filings and payments with the Revenue Commissioners, who handle corporate tax compliance for all active Irish companies. Corporation Tax returns must be filed and taxes paid within nine months of the company’s financial year-end, with the deadline being October 31st for the previous year. This includes filing corporate tax returns, managing payment timing, and keeping transfer pricing aligned with group reporting and substance expectations.

When handled properly, this coordination helps keep financial reporting and legal compliance consistent across the wider group.

Irish tax law also sits within the company’s broader legal compliance framework. Directors’ compliance statements treat Irish tax rules as relevant legal obligations, covering areas such as VAT, stamp duty, and capital gains tax. If your company meets the relevant thresholds, VAT registration is mandatory, and annual turnover is often used to determine both compliance costs and VAT registration obligations.

Even so, meeting revenue obligations alone is not enough. Companies still need to meet separate filing duties under the Companies Act with the Companies Registration Office.

4. Beneficial Ownership and Governance Transparency

Ireland requires companies to be transparent about who owns and controls the business. To meet this requirement, companies need to:

• Keep a register of beneficial owners.
• Identify any individual with 25% or more ownership or control.
• Understand that failing to comply can lead to significant penalties.

For subsidiaries owned by corporate parent companies, any natural person who holds 25% plus one share or more than 25% ownership in the parent is treated as a beneficial owner of the subsidiary.

5. Maintaining Statutory Registers and Corporate Records

Statutory records need to stay accurate throughout the full life of the company, from incorporation to dissolution. Companies should:

• Keep statutory registers up to date and available for inspection at the registered office.
• Make sure company details held by the CRO remain accurate and current.
• Maintain governance and compliance documents such as committee terms, delegated authority, and reserved matters.
• Record share transfers or allotments correctly in company registers and filings.

These responsibilities apply even to small or dormant subsidiaries.

6. Director and Company Secretary Requirements

Under Irish law, all directors share the same legal duties and must act together in good faith for the benefit of the company. They also need to disclose any conflicts of interest or interests in company contracts.

Directors owe both fiduciary and statutory duties. These include acting honestly, using independent judgment, avoiding conflicts, and exercising reasonable care and skill. Responsibility does not disappear when tasks are delegated, and key decisions should always be properly recorded in board minutes.

If directors fail to meet these duties, the consequences can be serious. Possible outcomes include civil or criminal liability, fines or imprisonment, and disqualification or restriction from acting as a director.

When a company approaches insolvency, directors’ responsibilities may shift toward protecting creditors. In some cases, this can lead to personal liability for reckless or fraudulent trading.

Board composition and residency

• An LTD may have one director, while other company types generally require at least two.
• At least one director should normally be resident in the EEA, subject to exception.

If no EEA-resident director exists, the company needs to obtain a Section 137 bond as a financial guarantee.

Company secretary

Companies need to maintain a valid company secretary and file officer changes with the CRO.

7. VAT and Payroll Compliance (Where Applicable)

Once a company starts operating in Ireland, additional compliance obligations often follow. Common examples include:

• VAT filings and reconciliations for taxable activity.
• PAYE and employer reporting when local staff are hired.
• AML risk considerations connected to payroll or trust services in regulated accountancy contexts.

Annual General Meeting (AGM) Requirements

Under Irish company law, holding an Annual General Meeting (AGM) is a key compliance obligation for many companies. The AGM provides an important forum for shareholders to receive updates on company performance, review financial statements, and exercise their rights. For most Irish companies, the first AGM must be held within 18 months of incorporation, and subsequent AGMs must take place within 15 months of the previous meeting.

However, there are exceptions. Private companies with a single shareholder, or those that pass a written resolution, may be exempt from holding an AGM. Despite these exemptions, companies that are required to hold an AGM must do so within the specified timeframe to remain compliant with Irish company law.

Failure to hold an AGM as required can result in non compliance, exposing the company to penalties and the potential loss of audit exemption. This can have serious consequences for the company’s ability to file abridged financial statements or benefit from other compliance reliefs.

Compliance Requirements for Small Companies

Small companies in Ireland benefit from certain compliance reliefs, but they must still meet key annual compliance obligations to maintain good standing with the Companies Registration Office and Revenue Ireland.

These obligations include filing annual returns, preparing and submitting financial statements, and meeting tax filing requirements. Small companies may be eligible to file abridged financial statements and can often avail of audit exemption, provided they meet the relevant thresholds.

The first annual return date is particularly important for small companies. Missing this initial filing deadline can result in late filing penalties and the immediate loss of audit exemption, which can increase compliance costs and administrative burdens. To stay compliant, small companies must ensure that all annual returns and financial statements are filed on time and in accordance with the Companies Act.

Our annual compliance services are tailored to help small companies manage these essential obligations. We assist with filing deadline management, preparation of financial statements, and ensuring that all compliance requirements are met.

This allows company leaders to focus on running and growing their business, confident that their compliance obligations are under control and that they remain in good standing with the CRO and other authorities.

Irish Branch Compliance for Foreign Companies

Moving into Ireland can involve options other than forming a subsidiary. In some cases, a company instead creates an Irish branch.

A branch is not a separate legal entity. It is simply an extension of the foreign company and cannot contract or own property on its own. Common signs of a branch include ongoing business activity in Ireland, negotiating with Irish customers, or management functions taking place in the country. When a branch exists, several steps follow:

• Registration with the CRO within 30 days.
• Filing the correct registration form, Form F12 for EEA companies or Form F13 for non-EEA companies.
• Submission of accounting documents, including Form F7.
• Appointment of a resident person authorised to accept service of documents.
• Public availability of the branch’s registration details.

Registered Office Requirements

Every Irish company needs a valid registered office on record with the CRO. The address must be a real physical location, not a PO box, and it must be able to receive deliveries and allow inspection of certain company records.

If the address changes, the company has to file Form B2, and the change only takes effect once the CRO registers it. Failing to file Form B2 is an offence, and any documents sent to the address listed with the CRO are still treated as properly delivered, even if the company has already moved.

Share Transfers and Corporate Changes

Share transfers in Ireland follow the rules set out in the Companies Act 2014 and may also be limited by a company’s constitution or shareholders’ agreement. 

The process usually involves board approval, with directors allowed to refuse a transfer within two months, updating the register of members and issuing a new share certificate, and recognising the change in legal ownership only once the new owner’s name is entered in the register.

Group Transactions, Restructuring, and Simplification

Non-routine corporate activity often needs specialist compliance support to make sure filings and documentation are handled properly. Dormant or surplus entities can:

• Hide unresolved issues.
• Create ongoing audit and administrative costs.

There are a few common ways companies deal with these situations:

• Voluntary strike-off, which may carry a risk of reinstatement.
• Members’ voluntary liquidation.
• Domestic mergers under the Companies Act 2014.

Extra Compliance Requirements by Industry in Ireland

Some Irish compliance rules only apply to certain regulated industries. When they do apply, expectations are usually stricter and oversight is more active.

AML obligations for regulated accountancy firms

Anti-money laundering (AML) law gives regulated accountancy firms a clear set of responsibilities. In practical terms, firms assess risk and put mitigation policies in place, carry out customer due diligence, report suspicious transactions, and provide AML training supported by proper governance and compliance controls.

Central Bank Fitness & Probity regime

Regulated financial services firms also work within the Central Bank’s Fitness & Probity framework. People in controlled roles need to meet clear standards before they start and continue meeting them while in the position. 

Firms also provide annual confirmations and certifications and notify the Central Bank if relevant role or personal details change. The framework looks at competence, integrity, and financial soundness, and the Central Bank can investigate or take enforcement action where needed.

Common Annual Compliance Mistakes Foreign Companies Make in Ireland

Some compliance problems come up again and again in Ireland. Common examples include:

• Missing CRO annual return deadlines, which can lead to penalties or even strike-off.
• Treating compliance as a last-minute task instead of an ongoing process.
• Assuming dormant status or tax compliance removes CRO filing duties.
• Overlooking branch status requirements or missing the 30-day registration deadline.
• Letting registered office details go out of date or failing to file Form B2 when needed.
• Limited governance oversight of financial reporting and audit risks.

The finance team plays a key role in managing annual compliance tasks and CRO filings for Irish limited companies. Engaging expert support, such as a qualified accountant or company secretary, can help companies interpret the nuances of Irish company law and maintain good standing. Professional support can also help avoid common compliance mistakes and maintain penalty-free operations.

With the right systems and oversight in place, these risks are manageable. Treating compliance as an ongoing task rather than a once-a-year event makes a noticeable difference.

Practical Tips for Staying Compliant in Ireland

Foreign companies can lower compliance risk by staying organised and treating compliance as an ongoing part of operations rather than a last-minute task. A few practical steps can make a meaningful difference:

• Set up an annual compliance calendar soon after incorporation.
• Keep accounting records up to date throughout the year.
• Make sure statutory registers, governance documents, and CRO records stay accurate.
• Run periodic governance and compliance reviews where needed.
• Use external compliance specialists if internal resources are limited.
• Review dormant or surplus entities and choose the right simplification approach.

Taken together, these steps help companies stay compliant, avoid unnecessary risk, and support stable long-term operations in Ireland.

FAQ: Annual Compliance in Ireland for Foreign Subsidiaries

Annual compliance in Ireland can feel detailed at first. These common questions highlight the key rules foreign subsidiaries need to understand.

Ireland offers several company structures, each with distinct compliance requirements. Understanding your company type is crucial because compliance varies, especially regarding AGMs and financial disclosures.

• Do Irish companies need to file annual returns if inactive?

Yes. Form B1 must be filed whether the company is trading or not.

• What happens if the annual return is late?

Late fees apply, and the CRO may pursue strike-off, prosecution, or director disqualification.

• Are financial statements always required?

Annual returns generally include financial statements, subject to exemptions.

• What are the requirements for a private company in Ireland?

A private company must provide a certificate confirming it has not exceeded the member limits and has not offered shares to the public, which are essential criteria for forming a private limited company (LTD).

• What is the biggest compliance risk for foreign companies?

Missing CRO deadlines and failing to maintain proper records and governance controls.

How GEOS Keeps You Compliant in Ireland

GEOS helps foreign-owned subsidiaries keep Irish compliance simple and under control. The focus stays on the everyday work that protects legal standing, lowers risk, and keeps governance and compliance consistent with local rules. On the ground, that support typically covers:

• Annual return prep and CRO filing management
• Governance and compliance records and statutory register upkeep
• Accounting and corporate tax coordination
• VAT and payroll guidance where needed
• Entity maintenance and ongoing regulatory monitoring

Ireland is one of Europe’s strongest places to expand. That opportunity works best when compliance becomes part of normal day-to-day operations from the very beginning, not a last-minute task once a year.

Is Ireland the Right Market for Your Expansion?

Ireland gives foreign subsidiaries a stable and credible base in Europe, along with a clear path for growth. A few of the biggest advantages include:

• Direct access to the EU market
• Strong international business reputation
• Clear, reliable compliance rules
• A scalable setup for long-term expansion

When annual filings, governance and compliance upkeep, and tax coordination stay consistent, expansion in Ireland becomes far more predictable.

Contact GEOS to plan an Ireland compliance and entity maintenance approach that supports your expansion goals.

This article does not constitute legal advice.