Registrar of Companies takes legal actions over decisions allowing firms extra time to file returns

Two unrelated companies were granted second orders by the district courts, the High Court heard

The Registrar of Companies claimed, in the High Court, that two unrelated firms were granted orders allowing them to extend the time they have to file their annual returns to the Companies Registration Office.

The Registrar of Companies has brought two High Court actions aimed at quashing decisions made by district court judges allowing companies additional time to file their annual returns.

The Registrar of Companies, who is the official responsible for maintaining accurate and up-to-date records related to registered companies, claims that the two unrelated firms sought, and were granted, orders allowing them to extend the time they have to file their annual returns to the Companies Registration Office (CRO).

The companies in question are Kitchen Innovations Limited, which applied before the district court in Galway for a time extension, and Greenay Ltd, which made similar applications before the Dublin Metropolitan court.

Companies can seek extension of 28 days to make annual returns to the CRO from a court, the Registrar said.

However, the Registrar claimed that both companies applied for and were granted second orders by the district courts further extending the relevant periods to file their returns.

The Registrar's lawyers claimed that the district courts lack the jurisdiction to make such second orders extending time for the delivery of firms' annual returns and said that any returns filed by the firms on foot of those second orders have not been legally registered.

Represented by senior counsel Brian Conroy, with John Freeman, the Registrar of Companies has brought proceedings against two companies aimed at setting aside the orders granting the firms' second time extensions.

Only one order extending time can be made in respect of a particular returns period, the applicant claimed.

Declarations sought

In its judicial review proceedings against the companies, the applicant seeks various orders and a declaration from the court.

These include orders quashing the district court orders enlarging time within which the two firms' annual returns for the periods between 2021 and 2022 may be delivered to the Registrar of Companies.

The applicant also seeks declarations from the court including that any return provided by the companies on foot of the district court orders are deemed not to have been delivered within the periods provided for in the 2014 Companies Act.

The applicant further seeks a declaration from the court that any returns sent to it by the companies on foot of the district court orders have not been lawfully registered and should be removed from the register of companies.

Both cases came before Ms Justice Niamh Hyland at the High Court on Monday.

The judge, on an ex-parte basis, granted the Registrar of Companies permission to bring the challenges.

The matter will return before the court at a date next month.

Annual returns

Annual returns, which contain various financial and other relevant information about a company, are documents that are filed with the CRO which makes them available for public viewing.

The filing of annual returns is mandatory.

Failure to file such documents on time, or at all, has negative consequences for firms, including being struck off the register.

Every year, thousands of companies are struck off; however, the court heard that due to the covid-19 pandemic all enforcement activity by the applicant, including strike-offs for failure to file annual returns on time, were suspended.

This suspension was lifted last October, and involuntary strike of companies from the register for non-filing of annual returns is due to occur shortly, the applicant said.