Late filers beware! The CRO has signalled its intent to ramp up its enforcement actions

The Companies Registration Office (the CRO) has made clear its intention to commence further enforcement actions later in 2026. This follows the recommencement of its involuntary strike-off proceedings last year.

Recently released minutes of a CRO Stakeholders Forum meeting state that, before the end of the year, the CRO intends to:

1. recommence the prosecution of companies and directors who fail to file annual returns
2. commence prosecuting liquidators for non-filing offences
3. continue enforcement action, up to and including strike-off for companies who have failed to file their annual returns 

1. Actions against directors and companies 

At the March 2026 meeting of the CRO Stakeholders Forum, the CRO indicated that it will, later this year, recommence the prosecution of directors and companies for failures to file annual returns (the form B1 that a company is obliged to file annually alongside its financial statements) unless an exemption applies.

The signals from the CRO align with the increased enforcement activity we have recently observed from the Corporate Enforcement Authority in relation to late filers of annual returns.

As well as resulting in late-filing penalties, and the loss of audit exemption for private companies if there is a second late filing in a five-year period, the failure to file an annual return exposes the company and directors to fines, enforcement orders, involuntary strike-off proceedings and prosecution. 

In addition, individuals can be disqualified from acting as a director if they are found guilty of three offences of failing to file annual returns, or if they were a director of a company that is involuntarily struck off for failure to file annual returns (on which see below). 

2. Actions against liquidators

The CRO has signalled that it will target liquidators too before the end of 2026. 

Before commencing prosecutions, the CRO will run a publicity campaign to encourage compliance. It then plans to commence prosecuting liquidators who are late and fail to file forms E3 (annual account of liquidators’ acts and dealings where a liquidation is not completed within 12 months) and E4 (liquidators’ statement of account).

3. Update on status of involuntary strike off proceedings

The CRO has been striking companies off the Register of Companies since January 2026 using the involuntary strike-off procedure. 

Two hundred companies are currently being targeted weekly, with the goal of strike-off proceedings being commenced against all non-compliant companies by the end of 2026.

Key actions to take

• Review your company’s compliance with its obligation to file an annual return.
   
• If the company is late, take immediate steps to comply and file as soon as possible. The likelihood of consequences for failing to do so has now significantly increased for both the company and its directors.
   
• For liquidators, now is the time to action all outstanding filings or risk prosecution.

The message is clear: companies, directors and liquidators who are in default should take swift corrective action as a matter of priority.

For more information, please contact Karla Hart, Senior Associate, Clara Gleeson, Senior Associate, Thomas Ryan, Senior Associate, or Michelle McLoughlin, Senior Practice Development Consultant. 

Date published: 29 April 2026