CRO B1 Share Capital: Must It Match Your Bank Balance?

1. Fix the reporting date before comparing figures

CRO describes the B1 as an annual public snapshot at the date of the return. A bank balance viewed today may be months later than that date. The financial statements attached to a later return may also have a different year-end. Three numbers taken from three dates cannot be reconciled simply by changing one of them.

Section 343 requires the return to be made up to a date no later than the annual return date, subject to the first-return rule, and sets the normal 56-day delivery period. Confirm the actual deadline and filing position; a question about capital does not itself extend time.

Write the B1 made-up-to date at the top of the working file. Then date the register extract, relevant capital events and bank reconciliation. If a current register incorporates later changes, reconstruct the earlier position from the dated records rather than quietly importing today's ownership into the earlier return.

• CRO: annual-return snapshot, accounts and filing process
• Companies Act 2014, section 343: return date and delivery period

2. Build the share-capital schedule from company records

Start with the constitution, incorporation record, register of members and subsequent allotment or capital-change documents. Section 169 requires the register to record members' shares and amounts paid or agreed to be considered paid, alongside relevant membership dates. A bank feed is not a substitute for that record.

For each class, set out the number issued and nominal value per share, then identify the paid and unpaid position supported by the terms and evidence. Check the current CORE labels carefully, including distinctions between payment in cash and other consideration where relevant. This guide does not reproduce every form field or prescribe a journal for your company.

Where the constitution states an authorised ceiling, distinguish it from the capital actually issued. Section 19 also allows an LTD constitution to omit an authorised total while specifying the fixed share amount. Do not invent a ceiling because an old example form contains one, or copy the entire potential capital into the issued figure.

• Companies Act 2014, section 169: members, shares and amounts paid
• Companies Act 2014, section 19: capital provisions in the constitution

3. Keep nominal capital, premium and payment distinct

Suppose the dated records show 100 ordinary shares of EUR 1 each, fully paid in cash at nominal value. The nominal issued amount is EUR 100. The number of shares is 100 too, but only because the nominal value happens to be EUR 1. Different denominations would give different arithmetic.

Now assume instead that 100 EUR 1 shares were validly issued for a total subscription of EUR 5,000. That does not make their nominal capital EUR 5,000. Section 71 addresses value above nominal amount through the share premium account, subject to its provisions. Have the subscription documents and accounting entries reviewed rather than forcing the whole receipt into nominal capital.

Paid-up status needs evidence of payment or an amount properly treated as paid. It is not established by choosing 'fully paid' on a draft return. Section 71 permits money or money's worth, but a founder's statement that they contributed work is not enough to settle the legal, valuation and accounting questions. Obtain specific advice on non-cash arrangements.

• Companies Act 2014, section 71: payment and share premium

4. A director's deposit does not automatically create shares

A director may transfer funds to help pay company bills. Before deciding that capital increased, identify the purpose and supporting terms: was this payment of an existing share subscription, a properly authorised new issue, or financing on another basis such as a documented loan? The description typed into the bank transfer is evidence to review, not the entire legal transaction.

Section 282 requires accounting records that explain receipts, expenditure, assets and liabilities. Use that principle to build a funding trail: who paid, when, why, under what document and how the books recorded it. If the records and the director's understanding conflict, flag the conflict instead of selecting the treatment that makes the B1 balance.

Do not retrospectively label an unexplained deposit as a share issue to tidy up a return. Equally, do not assume an amount was a loan solely because a software bank rule used that category. Give the accountant and filing adviser the actual agreement and identify any missing approvals or notifications.

• Companies Act 2014, section 282: explaining transactions and financial position
• CRO Leaflet 37: share capital, allotments and transfers

5. Spending company money does not itself reduce capital

Consider a second fictional case. A company has 100 fully paid ordinary shares of EUR 1 each. Its only opening cash is the EUR 100 subscription receipt. It then pays an ordinary company expense of EUR 60 from the bank. With no other movements, bank cash is EUR 40, but the payment does not itself cancel 60 shares or undo the subscription.

Use the comparison below as a diagnostic, not as a complete balance sheet or tax calculation. It ignores other assets, liabilities, income and tax effects. Its purpose is to show why a capital record and an available-cash figure can legitimately differ without either being an error.

• Companies Act 2014, section 282: explaining transactions and financial position

6. Distinguish a transfer, allotment and capital reduction

If an owner transfers existing shares to another person, the holder changes; that event is not automatically a new share issue. A payment between buyer and seller should not be confused with money subscribed to the company. Our separate shareholder-date guide covers how transfers around the B1 date affect the member list.

An allotment is a different event. CRO states that allotments must be notified on Form B5 within one month. Discovering one while preparing the annual return should trigger a separate notification-status check; do not assume that entering new totals on the B1 replaces the B5 process.

Capital reductions also have their own requirements. CRO warns that a B5 amendment cannot simply reduce issued capital and describes the relevant reduction routes. Do not lower the annual-return figure just because the bank is empty or a founder wants their contribution back. Seek advice on the actual transaction and any required approvals and filings.

• CRO: share-capital changes and separate allotment notifications
• CRO Leaflet 37: share capital, allotments and transfers

7. Explain differences between the B1 and the accounts

A difference may arise because the accounts cover an earlier year-end while the B1 reports a later date. CRO's financial-statement guidance addresses the relationship between those dates and the periods covered. A later valid allotment could therefore require an explanation between the two records, not alteration of the earlier approved accounts to show an event that had not occurred.

Prepare a short movement schedule: opening position, dated changes, closing position and source document for each change. Label clearly whether the schedule concerns issued shares, nominal capital, premium, amounts paid or cash. A single column headed 'capital' can conceal several different reconciliations.

If the same-date figures genuinely disagree, investigate the underlying record or posting. Ask the accountant and presenter to agree the reason, required correction and responsibility. A plausible explanation is not enough if it cannot be traced to the documents. Never backdate a missing resolution or payment merely to remove a discrepancy.

• CRO: financial statements and the annual-return date
• Companies Act 2014, section 282: explaining transactions and financial position

8. Send a dated reconciliation pack before filing

The useful deliverable is a supported capital position for the return date, not a screenshot showing a convenient bank total. Assemble a compact indexed pack so the presenter can identify what is settled, what changed and which questions remain open. The checklist below can also help when handing work from an accountant to a filing provider.

Use the provider's agreed secure channel for registers and financial evidence. An initial enquiry can identify the company, return date and problem without containing bank credentials, personal identifiers or an entire unredacted shareholder file. Ask which documents are actually required.

Keep a copy of the approved reconciliation and final submission evidence. If the provider identifies additional work, record who will do it and whether it affects the filing timetable. Paying for a filing service is not confirmation that missing records or an unresolved capital transaction have been corrected.

• Confirm the CRO number, B1 made-up-to date, recorded ARD and actual deadline.
• Supply the constitution and capital position from incorporation or the last verified reconciliation.
• Extract the register of members at the relevant date, with share classes and payment information.
• List dated allotments, transfers or other capital events and their supporting authority.
• Identify the status of separate notifications, including any outstanding B5.
• Reconcile subscription receipts and other funding to the records without assuming every deposit is equity.
• Bridge the accounts year-end to the return date where the capital positions differ.
• List unresolved evidence, required advice, sign-off and the agreed preparer and reviewer.

9. Confirm what annual-return support includes

StartCompany.ie's annual-return service covers B1 preparation and filing, verification of company particulars, attachment of financial statements where required, payment of the CRO filing fee on the company's behalf and confirmation of successful filing. Explain the capital discrepancy before ordering so the information and any additional work can be reviewed.

Do not assume routine filing includes reconstructing missing bookkeeping, preparing unfinished accounts, deciding a disputed subscription, drafting a new allotment or carrying out a capital reduction. Ask whether the specific review can be provided and agree the scope, responsibility, timing and total payable. Accounting or specialist legal work may need a separate engagement.

If the capital record is settled and the required accounts are ready, filing support may be the appropriate next step. If the capital history cannot be established, request a records review first and tell the provider the deadline. No purchase guarantees CRO acceptance, a deadline extension, tax treatment or a banking outcome.