Filing Time for Investment Companies and Certain UCITS

Investment companies and certain UCITS must file financial statements with the Companies Registration Office (“CRO”) within 11 months of the end of its financial year using form FS1 (here), which was published by the CRO on 10 July 2018.

What is the filing obligation?

The Companies (Accounting) Act 2017 amends both the Companies Act 2014 and the European Communities (Undertakings for Collective Investments in Transferable Securities) Regulations 2011 (the “UCITS Regulations”), to introduce new requirements regarding the filing of financial statements (the “Filing Obligation”).

Pursuant to the new requirements, which are set out, respectively, in Section 1401A of the 2014 Act and Regulation 42A of the UCITS Regulations, each investment company and certain UCITS that are registered as public limited companies (each, a “Company”) must file copies of the following documents with the CRO:

(a) the statutory financial statements of the Company for the financial year;

(b) the directors’ report for the financial year;

(c) the statutory auditors’ report on those financial statements and that directors’ report.

In accordance with guidance from the CRO, all financial statements attached to a Form FS1 must be in an unbound scannable format. Form FS1 has a filing fee of €15.

ICAVs are not subject to the Filing Obligation.

When must the documents be filed?

Each Company must submit the relevant copies of the documents not later than 11 months after the end of its financial year.  The Filing Obligation applies to financial years commencing on or after 1 January 2017.  Consequently, a Company with a financial year-end of 31 December 2017 must file the relevant documents on or before 30 November 2018.

What happens if a Company does not comply with the Filing Obligation?

It is an offence to fail to comply with the Filing Obligation, which is punishable by a fine not exceeding €5000 and/or six months imprisonment.

We suggest that in-scope Companies should liaise with relevant company secretaries to ensure compliance with the Filing Obligation.

This document has been prepared by McCann FitzGerald LLP for general guidance only and should not be regarded as a substitute for professional advice. Such advice should always be taken before acting on any of the matters discussed.