The Companies Act 2014 penalties for non-compliance are structured across four categories of offences under Section 871, with increasing levels of severity depending on the nature and impact of the breach.
Categories of Offences
Offences are classified into Categories 1 through 4. Below is a breakdown of the legal consequences:
- Category 1 (Indictment): Up to 10 years’ imprisonment, a fine of up to €500,000, or both
- Category 1 (Summary): Class A fine (up to €5,000), imprisonment up to 12 months, or both
- Category 2 (Indictment): Up to 5 years’ imprisonment, a fine up to €50,000, or both
- Category 2 (Summary): Class A fine, up to 12 months’ imprisonment, or both
- Category 3: Summary offence punishable by up to 6 months’ imprisonment, a Class A fine, or both
- Category 4: Summary offence punishable by a Class A fine only
A “Class A fine” refers to a fine not exceeding €5,000, as set out under the Fines Act 2010.
Common Offences and Related Sections
Here are examples of typical offences encountered by companies under the Act:
- Section 128 – Number of Directors
A company lacking the required number of directors (minimum one for LTD; two for DAC, CLG, PLC, and unlimited companies) may be committing a Category 3 offence. - Section 137 – EEA Resident Director
If a company does not have at least one EEA-resident director and fails to put in place a Section 137 Bond or demonstrate a Real and Continuous Link with Ireland, it risks a Category 4 offence and potential involuntary strike-off. - Section 149 – Register of Directors and Secretaries
Companies must update the CRO within 14 days of a change in company officers using Form B10. Late filing constitutes a Category 3 offence. - Section 343 – Annual Return Filing
Failure to submit an annual return is a Category 3 offence and may trigger involuntary strike-off proceedings. - Section 281 – Accounting Records
Every company must maintain proper accounting records. Breaches of Section 281 to 285 are considered Category 2 offences.
Common Forms and Associated Offences
Failure to file certain forms within statutory deadlines may result in summary offences. Below is a summary table:
| Form | CA2014 Reference | Timeline | Offence |
| B1 – Annual Return | S.343 | 56 days after ARD | Category 3 |
| B10 – Change in Officers | S.149/150 | 14 days | Category 3 |
| B2 – Change of Registered Office | S.50 | 14 days | Category 4 |
| B5 – Share Allotment | S.70 | 30 days | Category 4 |
| H5 – Purchase of Own Shares | S.116 | 30 days | Category 3 |
| G1/G2 – Resolutions | S.198 | 15 days | Category 4 |
| F12 – Branch Registration | S.1304 | 30 days | Category 3 |
Filing Penalties
Late filings, particularly for annual returns, attract financial penalties. A €100 late fee applies from the day after the filing deadline, with an additional €3 per day accruing thereafter—capped at €1,200 per return.
Final Note
This article provides a general overview of common offences and penalties under the Companies Act 2014. It is not an exhaustive list. For more comprehensive guidance, please consult the Companies Act itself, CRO guidelines, or the Corporate Enforcement Authority.
Need Expert Support?
Get in touch with our team for professional support in managing your company’s compliance in Ireland.
