May 2025 brings several updates from the Companies Registration Office (CRO) regarding filing requirements, audit exemption, and beneficial ownership. There has been some welcome news about audit exemption for small companies, but at the same time, the CRO has introduced more scrutiny for non-compliant businesses. Keep reading to understand what these changes mean for your business.
Audit Exemption
The CRO introduces a significant change to the audit exemption requirements for small companies in Ireland. Previously, a single late filing of an Annual Return (Form B1) resulted in a company losing audit exemption for the subsequent two financial years.
Under Section 22 of the Companies Act 2024, small companies will lose audit exemption only if they file late twice in five years. This amendment aims to alleviate the administrative burden on small businesses, where managers and owners are often the same people.
It’s important to note that this part of the new legislation is not yet in effect. The proposed change is expected to come into force at the end of May 2025, once CORE, the CRO’s online filing system, is updated. After that, the government will issue an official order to confirm when the new audit exemption rules will apply and which financial year they will cover.
Involuntary Strike Off
The CRO introduced new grounds for dissolving companies:
- Failure to notify about updates in the official address (registered office).
- Failure to provide information about the company’s beneficial owners.
- Not having a corporate secretary or director listed (for example, due to a resignation).
CRO has not provided a date when the involuntary strike-off starts for companies with late annual returns.
B10 Issues
The CRO has again emphasised the persisting issues with Form B10 submissions (changing company officer information). The following errors are causing a lot of Form B10 submissions to be rejected:
- Not using the officer’s residential address.
- Using an incomplete address (such as a missing house number).
- Mismatches between officers’ names and Personal Public Service Number (PPSN) records.
- Attaching an electronic signature page to the wrong submission. The submission number of the signature must match the submission number on the B10 form.
For the full list of errors during Form B10 submission, refer to the official CRO page.
Open Data Portal
The CRO has launched the Open Data Portal, a public repository containing “Company Records,” a dataset of all companies registered with the CRO, and “Financial Statements,” a dataset of filed financial statements. These records are updated daily.
Additionally, the CRO has suspended fees for downloading financial statements from its data portal. This public launch is connected to the European Commission’s High-Value Dataset (HVD) Regulation, which requires EU members to make public sector information freely available.
RBO Strike Off
The Registrar of Beneficial Ownership (RBO) has started enforcement actions against companies that fail to provide beneficial ownership details within five months of incorporation.
This requirement also relates to dormant companies. Non-compliant businesses will receive two warning letters and must respond within 14 days before facing court proceedings and involuntary strike-offs.
Wrapping Up on CRO Updates May 2025
- SMEs will lose audit exemption after two late filings in five years, vs. one previously. (expected to take effect once the CRO updates their filing system).
- Companies will now risk dissolution for not having a corporate secretary/director, not providing details on beneficial owners, and failing to update the registered office.
- CRO highlights the importance of correct Form B10 submissions.
- CRO has launched a free-access Open Data Portal with company records and financial statements.
- RBO has started taking enforcement actions against companies that fail to file beneficial ownership details within five months of incorporation.
