Limited company set up, never traded, do I have to do anything else?

JoePie

Hi all,

Long story short: around this time last year, set up a limited company with the CRO, bought a domain name, and then things didn't go as planned so nothing ever happened. Hadn't registered for VAT, tax, or anything.

My fellow director has asked me today if we have any legal obligations around this. Without having the CRO papers in front of me, I can't 100% say it's been more than a year since it was set up, but I'm pretty sure it has been.

Do we have to file any returns or anything? As we never got this far, I'm utterly clueless around this. My home address is the business address and I've never received anything in the post from Revenue or anything else. I know that if sole traders never begin trading, then there's no problem. But I suspect it's different for a limited company.

Can anyone point me in the direction of anything I have to fill out, apply for or anything? As it stands, nothing is going to happen with this company for a long time, but we're going to keep it open to ourselves for the time being.

edanto

Yes, you have to file a B1 return. Typically, your first return is due 6 months after incorporation, but you don't need to file accounts with that one.

With subsequent ones you do.

CRO have no way of knowing if you are trading or not unless the return is filed.

Bit more info here http://www.pearse-trust.ie/blog/bid/86021/Annual-Return-Filing-Requirements-For-Private-Limited-Companies-In-Ireland

JoePie

Cool. Cheers for that.

I did a company search on the CRO site, and according to their info, the company was effective as of 12/08/2012,

Going by this logic, I assume my 6 months would be 12/02/2013, meaning my first annual return date is 12/02/2014?

HOWEVER.

I searched under 'Business Name' as no results showed up for company, so I'm assuming I only registered the business name as opposed to a company? Which I assume means absolutely nothing in the long run and I'm safe as houses?

edanto

JoePie wrote: »

I searched under 'Business Name' as no results showed up for company, so I'm assuming I only registered the business name as opposed to a company? Which I assume means absolutely nothing in the long run and I'm safe as houses?

Key difference there alright!

Yes, with a RBN you have no filing requirements to the CRO.

For any additional income to PAYE, you have an obligation to file a return to Revenue. Personally, I use the paylesstax.ie website to do that return, it's very good value.

JoePie

Cool, cheers. That's a weight off my mind. Considering it wasn't even something I though about 3 hours ago.

viztopia

JoePie wrote: »

Cool. Cheers for that.

I did a company search on the CRO site, and according to their info, the company was effective as of 12/08/2012,

Going by this logic, I assume my 6 months would be 12/02/2013, meaning my first annual return date is 12/02/2014?

HOWEVER.

I searched under 'Business Name' as no results showed up for company, so I'm assuming I only registered the business name as opposed to a company? Which I assume means absolutely nothing in the long run and I'm safe as houses?

Did you actually file the b1 6 months after the company wad formed?

JoePie

viztopia wrote: »

Did you actually file the b1 6 months after the company wad formed?

I didn't. Never heard of it till yesterday.

viztopia

ok. you could be running into a spot of bother now. 6 months after the company was formed you have to file a b1 only e.g company formed 1/1/2012 then a b1 is due 1/7/2012. if you do not file this by the due date then you have a €100 fine straight away and it increases by €3 per day until it is filed. if you want to post the date the company was formed then i could work out the late filing fee. there is no way to avoid paying the late filing fee if you are going to keep the company unless it was a charity or due to ill health. having missed the date in its own is not enough.

dbran

I think we have established it is a business name only and not a company, therefore nothing to worry about. No?

JoePie

Al the info is back up in the third post in the thread, but like I said, I think I have only registered a company name as opposed to a company. Also, it's actually a parternship that was set up, as opposed to a limited company, so I don't know if this means anything different.

I'm just after coming across this on http://www.businesscompanyformations.ie/partnerships.htm:

A Partnership is not required to file an annual return and accounts each year on the public file as in the case of a limited company. This should not be confused, however with the Partnerships obligation to file a tax return each year.

So my understanding is we have to file a tax return.

I'm fine with the late fees. My fault for not checking up on this stuff.

viztopia

dbran wrote: »

I think we have established it is a business name only and not a company, therefore nothing to worry about. No?

dbran -on reading the prior posts i think your correct. perhaps the thread title should be edited as it is a bit misleading, possible the thread should be closed as the op query seems to have been answered.