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Companies Act 2014

Type Act

Publication 2014-12-23

Last updated 2026-07-15

State Partially repealed

Text Latest available text

Source Irish Statute Book

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articles 1871

This is the most recent text the official source publishes. It is not a snapshot of the law as it stood on the date of each change.

87 amending acts · 2026-07-15, NATIONAL TREASURY MANAGEMENT AGENCY (MISCELLANEOUS PROVISIONS) ACT 2026

Act to consolidate, with amendments, certain enactments relating to companies and to provide for related matters

Reform history JSON API

(a) have transferable securities admitted to trading on a regulated market of any Member State,

(b) are credit institutions,

(d) are—

(i) undertakings that—

(I) fall within any of the provisions of Schedule 5, or

(II) are otherwise designated, by or under any other enactment, to be entities referred to in point (1)(d) of Article 2 of the Accounting Directive,

(ii) undertakings that are designated, by or under the law of any other Member State, to be entities referred to in point (1)(d) of Article 2 of the Accounting Directive and "ineligible company" shall be read accordingly;]

“insurance undertaking” means an undertaking that is the holder of an authorisation within the meaning of—

(a) Regulation 2 of the European Communities (Non-Life Insurance) Regulations 1976 (S.I. No. 115 of 1976),

(b) Regulation 2 of the European Communities (Non-Life Insurance) Framework Regulations 1994 (S.I. No. 359 of 1994),

F116[(d) Regulation 2 of the European Communities (Life Assurance) Framework Regulations 1994 (S.I. No. 360 of 1994),

(e) European Communities (Reinsurance) Regulations 2006 (S.I. No. 380 of 2006), or

(f) Regulation 3 of the European Union (Insurance and Reinsurance) Regulations 2015 (S.I. No. 485 of 2015);]

F113["large company" shall be read in accordance with section 280H;

"medium company" shall be read in accordance with section 280F or 280G, as may be appropriate; and "medium group" shall be read accordingly;

"micro company" shall be construed in accordance with section 280D;

"micro companies regime" has the meaning assigned to it by section 280E;]

“net assets”, in relation to a company or group, means the total assets of the company or group less the total liabilities of it or them as shown in the financial statements of the company or group;

“participating interest” has the meaning given to it by F117[paragraph 23 of Schedule 4 or 4A as the case may be];

“publish”, in relation to a document, includes issue, circulate or otherwise make it available for public inspection in a manner calculated to invite the public generally, or any class of members of the public, to read the document, and cognate words shall be read accordingly;

“regulated market” has the same meaning as it has in the European Communities (Markets in Financial Instruments) Regulations 2007 (S.I. No. 60 of 2007);

F113["small company" shall be read in accordance with section 280A or 280B, as may be appropriate; and "small group" shall be read accordingly;

"small companies regime" has the meaning assigned to it by section 280C;]

“subsidiary undertaking” has the same meaning as “subsidiary” in section 7 has save that “company” in section 7 shall, for the purposes of this definition, include, as well as a body corporate—

(a) a partnership, and

(b) an unincorporated body of persons,

falling within the definition of “undertaking” in this subsection;

“turnover”, in relation to a company, means the amounts of revenue derived from the provision of goods and services falling within the company’s ordinary activities, after deduction of—

(a) trade discounts,

(b) value-added tax, and

and, in the case of a company whose ordinary activities include the making or holding of investments, includes the gross revenue derived from such activities;

“undertaking” means—

(a) any body corporate,

(b) a partnership, or

engaged for gain in the production, supply or distribution of goods, the provision of services or the making or holding of investments.

(2) For the purposes of this Part, the definition of “wholly owned subsidiary” in section 8(2) shall apply as if each reference in that definition to a company included a reference to an undertaking.

(3) In this Part references to shares—

(a) in relation to an undertaking with share capital, are references to allotted shares,

(b) in relation to an undertaking with capital but no share capital, are references to rights to share in the capital of the undertaking, and

(i) conferring any rights to share in the profits or imposing liability to contribute to the losses of the undertaking, or

(ii) giving rise to an obligation to contribute to the debts or expenses of the undertaking in the event of a winding up.

(4) In this Part references to derivative financial instruments shall be deemed to include references to commodity-based contracts that give either contracting party the right to settle in cash or some other financial instrument except when such contracts—

(a) were entered into and continue to meet the company’s expected purchase, sale or usage requirements,

(b) were designed for such purpose at their inception, and

F118[(5) A word or expression that is used in this Part, Part 26 or in Schedules 3, 3A, 3B, 4 or 4A and that is also used in the Accounting Directive shall have the same meaning in this Part, Part 26 or in those Schedules, as the case may be, as it has in the Accounting Directive.]

(6) F119[…]

276. Construction of references to realised profits

276. (1) It is declared, for the avoidance of doubt, that references in this Part to realised profits, in relation to a company’s entity financial statements, are references to such profits of the company as fall to be treated as realised profits for the purposes of those financial statements in accordance with principles generally accepted with respect to the determination for accounting purposes of realised profits at the time when those financial statements are prepared.

(2) Subsection (1) is without prejudice to—

(a) the construction of any other expression by reference (where appropriate) to generally accepted accounting principles or practice, or

(b) any specific provision for the treatment of profits of any description as realised.

277. Construction of references to exemption

F120[277. (1) Subsection (2) is in addition to the provision made by this Part enabling certain elections to be made by a company that qualifies for the small companies regime or the micro companies regime.

(2) Any provision of this Part providing for an exemption from a requirement of this Part does not prevent the company concerned, if it so chooses, from doing the thing that the provision provides it is exempted from doing (the "specified thing").

(3) If the company concerned chooses to do the specified thing—

(a) the provisions required by this Part to be complied with, in relation to the doing of such a thing, and

(b) the provisions specified by this Part to apply, in a case where such a thing is done,

as the case may be, shall be complied with or shall apply accordingly, but this does not prejudice any provision of this Part concerning the making of an election referred to in subsection (1) by a company there referred to (or concerning the effect of the company’s having so done).

(4) Subsection (2) applies whether the expression "shall be exempt" or "need not" or any other form of words is used in the provision concerned.]

227A. F121[Certain companies may apply provisions of Act to certain earlier financial years

277A. (1) Subject to this section, the directors of a company may, before the operative date of the provisions of the Act of 2017 specified in subsection (4) (the "specified provisions of the Act of 2017"), opt to prepare and approve statutory financial statements for the company in accordance with those specified provisions for any financial year which commenced on or after 1 January 2015.

(2) All obligations and rights that arise under this Act consequent on or in respect of financial statements having been approved by directors of a company shall likewise arise in relation to financial statements approved by directors in a case falling within subsection (1).

(3) In determining whether a company or group qualifies as—

(a) a medium company under section 280F or 280G, as the case may be,

(b) a small company under section 280A or 280B, as the case may be, or

in relation to a financial year to which the specified provisions of the Act of 2017 have effect, the company or group, as may be appropriate shall be treated as having qualified as a medium company, small company or micro company, as the case may be, in any previous year in which it would have so qualified if the qualifying conditions applicable to that company or group, as the case may be, had had effect in relation to that previous year.

(4) Each of the following is a specified provision of the Act of 2017:

(a) section 3;

(b) section 4;

(d) sections 15 to 25;

(e) paragraphs (a), (b) and (d) of section 26;

(f) sections 29 to 57;

(g) section 59;

(h) sections 62 to 64;

(i) sections 81 and 82;

(j) section 84;

(k) section 88;

(l) section 89.

(5) In this section—

"Act of 2017" means the Companies (Accounting) Act 2017;

"operative date" means the date on which the specified provision comes into operation pursuant to an order under section 1(2) of the Act of 2017;

"qualifying conditions" has the same meaning as it has—

(a) in relation to a medium company, in section 280F(7) or 280G(10), as the case may be,

(b) in relation to a small company, in section 280A(7) or 280B(10), as the case may be, and

278. Accounting standards generally — power of Minister to specify

278. (1) The Minister may specify by regulations the accounting standards in accordance with which statutory financial statements are to be prepared but any such regulations shall not apply in any excepted case.

(2) In subsection (1) “excepted case” means—

(a) a case in which this Part permits (and the company concerned avails itself of that permission), or requires, statutory financial statements to be prepared in accordance with IFRS, or

(b) a case falling within section 279 or regulations made under section 280 and the holding company concerned avails itself of what is permitted by that section or those regulations.

279. US accounting standards may, in limited cases, be availed of for particular transitional period

279. (1) In this section—

“relevant holding company” means a holding company—

(a) whose securities (or whose receipts in respect of those securities) are registered with the Securities and Exchange Commission of the United States of America, or which is otherwise subject to reporting to that Commission, under the laws of the United States of F122[America,]

F123[(aa) which was incorporated in the State prior to the commencement of section 1 of the Companies (Amendment) Act 2017, and]

(b) which—

(i) prior to 4 July 2012, has not made and was not required to make an annual return to the Registrar to which accounts were required to have been annexed, or

(ii) on or after 23 December 2009 but prior to 4 July 2012, used, in accordance with the provisions of the Companies (Miscellaneous Provisions) Act 2009, US accounting standards in the preparation of its Companies Act individual accounts or its Companies Act group accounts;

“relevant financial statements” means Companies Act entity financial statements and Companies Act group financial statements;

“US accounting standards” means US generally accepted accounting principles, that is to say, the standards and interpretations, in relation to accounting and financial statements, issued by any of the following bodies constituted under the laws of the United States of America or of a territorial unit of the United States of America—

(a) the Financial Accounting Standards Board,

(b) the American Institute of Certified Public Accountants,

(2) This section applies to the relevant financial statements of a relevant holding company that are prepared for such of its financial years after it is incorporated in the State as end or ends not later than F124[31 December 2030].

(3) To the extent that the use of US accounting standards does not contravene any provision of this Part—

(a) a true and fair view of the assets and liabilities, financial position and profit or loss of a relevant holding company may be given by the use by that company of those standards in the preparation of its Companies Act entity financial statements, and

(b) a true and fair view of the assets and liabilities, financial position and profit or loss of a relevant holding company and its subsidiary undertakings as a whole may be given by the use by that relevant holding company of those standards in the preparation of its Companies Act group financial statements.

280. Regulations may permit use of other internationally recognised accounting standards for a particular transitional period

280. (1) In this section “relevant financial statements” means Companies Act entity financial statements and Companies Act group financial statements.

(2) The Minister may make regulations providing for specified categories of holding companies and providing that—

(a) a true and fair view of the assets and liabilities, financial position and profit or loss of a holding company in such a category may be given by the preparation by it of its Companies Act entity financial statements for a specified number of its financial years in accordance with specified accounting standards, and

(b) a true and fair view of the assets and liabilities, financial position and profit or loss of a holding company in such a category and its subsidiary undertakings as a whole may be given by the preparation by that holding company of its Companies Act group financial statements for a specified number of its financial years in accordance with specified accounting standards.

(3) Regulations made under subsection (2) shall—

(a) specify the accounting standards, which shall be—

(i) internationally recognised, and

(ii) generally accepted accounting principles or practice of a jurisdiction to which a majority of the subsidiary undertakings of the holding company have a substantial connection,

(b) specify the number of financial years in respect of which the regulations apply, and the date on which the latest of such financial years shall end, which shall be not later than 31 December 2020, and

F125[CHAPTER 1A Qualification of company based on size of company]

280A. F126[Qualification of company as small company: general

280A. (1) A company that is not excluded by subsection (4) qualifies as a small company in relation to its first financial year if the qualifying conditions are satisfied in respect of that year.

(2) A company that is not excluded by subsection (4) qualifies as a small company in relation to a subsequent financial year (in this subsection referred to as "relevant year") if the qualifying conditions—

(a) are satisfied in respect of the relevant year and the financial year immediately preceding the relevant year,

(b) are satisfied in respect of the relevant year and the company qualified as a small company in relation to the financial year immediately preceding the relevant year, or

(c) were satisfied in the financial year immediately preceding the relevant year and the company qualified as a small company in relation to that preceding financial year.

(3) The qualifying conditions for a small company are satisfied by a company if, in relation to a financial year, it fulfils 2 or more of the following requirements:

(a) the amount of turnover of the company does not exceed F127[€15 million];

(b) the balance sheet total of the company does not exceed F127[€7.5 million];

(4) This section shall not apply to a company if it is—

(a) a holding company, or

(b) an ineligible company.

(5) In the application of this section to any period which is a financial year but is not in fact a year, the amount specified in subsection (3)(a) shall be proportionately adjusted.

(6) For the purposes of subsection (3)(c), the average number of employees of a company shall be determined by applying the methods specified in section 317 for determining the number required by subsection (1)(a) of that section to be stated in a note to the financial statements of a company.

(7) In this section, "qualifying conditions" mean the requirements specified in subsection (3).]

280B. F128[Qualification of company as small company: holding company

280B. (1) A holding company qualifies as a small company in relation to a financial year only if the group, in respect of which it is the holding company, qualifies as a small group in relation to that same financial year.

(2) A group that is not excluded by subsection (5) qualifies as a small group in relation to the first financial year of the holding company if the qualifying conditions are satisfied in respect of that year.

(3) A group that is not excluded by subsection (5) qualifies as a small group in relation to a subsequent financial year (in this subsection referred to as "relevant year") of the holding company if the qualifying conditions—

(a) are satisfied in respect of the relevant year and the financial year immediately preceding the relevant year,

(b) are satisfied in respect of the relevant year and the group qualified as a small group in relation to the financial year immediately preceding the relevant year, or

(c) were satisfied in the financial year immediately preceding the relevant year and the group qualified as a small group in relation to that preceding financial year.

(4) The qualifying conditions for a small group are satisfied by a group if, in relation to a financial year, it fulfils 2 or more of the following requirements:

F129[(a) the aggregate amount of turnover of the group does not exceed €15 million net (or €18 million gross);]

F129[(b) the aggregate balance sheet total of the group does not exceed €7.5 million net (or €9 million gross);]

(5) This section shall not apply to a holding company of a group if any member of the group is an ineligible entity.

(6) In the application of this section to any period which is a financial year but is not in fact a year, the amounts specified in subsection (4)(a) shall be proportionally adjusted.

(7) The aggregate figures referred to in subsection (4) shall be ascertained by aggregating the equivalent figures determined in accordance with section 280A for each member of the group.

(8) Where a group proposes to satisfy the qualifying conditions referred to in subsection (4) on the basis of the requirements of paragraphs (a) and (b) of that subsection, it may do so on the basis of either the net figures or the gross figures respectively for both of the said paragraphs.

(9) The figures for each subsidiary undertaking shall be those included in its entity financial statements for the relevant financial year—

(a) if its financial year ends with that of the holding company, that financial year, and

(b) if not, its financial year ending last before the end of the financial year of the holding company.

(10) In this section—

"first financial year of a holding company" means the first financial year at the end of which the company qualifies as a holding company by virtue of having one or more subsidiaries;

"qualifying conditions" mean the requirements referred to in subsection (4).

(11) For the purposes of this section, in relation to the aggregate figures for turnover and balance sheet total—

"net" means after set-offs and other adjustments made to eliminate group transactions—

(i) in the case of Companies Act financial statements, in accordance with Schedule 4, and

(ii) in the case of IFRS financial statements, in accordance with international financial reporting standards;

"gross" means without those set-offs and other adjustments.]

280C. F130[Small companies regime

280C. Where a company qualifies as a small company in accordance with section 280A or 280B, as may be appropriate, then, as provided in this Part, different rules may be applied (in this Act referred to as the "small companies regime") to the company in respect of financial statements and reports for a financial year in relation to which that company so qualifies as a small company.]

280D. F131[Qualification of company as micro company

280D. (1) A company that is not excluded by subsection (4) qualifies as a micro company in relation to its first financial year if the qualifying conditions are satisfied in respect of that year.

(2) A company that is not excluded by subsection (4) qualifies as a micro company in relation to a subsequent financial year (in this subsection referred to as the "relevant year") if the qualifying conditions—

(a) are satisfied in respect of the relevant year and the financial year immediately preceding the relevant year,

(b) are satisfied in respect of the relevant year and the company qualified as a micro company in relation to the financial year immediately preceding the relevant year, or

(c) were satisfied in the financial year immediately preceding the relevant year and the company qualified as a micro company in relation to that preceding financial year.

(3) The qualifying conditions for a micro company are satisfied by a company if, in relation to a financial year, it—

(a) qualifies for the small companies regime, and

(b) fulfils 2 or more of the following requirements:

(i) the amount of turnover of the company does not exceed F132[€900,000];

(ii) the balance sheet total of the company does not exceed F132[€450,000];

(iii) the average number of employees does not exceed 10.

(4) This section shall not apply to a company if it is—

(a) an investment undertaking,

(b) a financial holding undertaking,

(d) a subsidiary that is included in the consolidated financial statements of a higher holding undertaking.

(5) In the application of this section to any period which is a financial year but is not in fact a year, the amount specified in subsection (3)(b)(i) shall be proportionately adjusted.

(6) For the purposes of subsection (3)(b)(iii), the average number of employees of a company shall be determined by applying the methods specified in section 317 for determining the number required by subsection (1)(a) of that section to be stated in a note to the financial statements of a company.

(7) In this section, "qualifying conditions" mean the conditions specified in subsection (3).]

280E. F133[Micro companies regime

280E. Where a company qualifies as a micro company in accordance with section 280D, then, as provided in this Part, different rules may be applied (in this Act referred to as the "micro companies regime") to the company in respect of financial statements and reports for a financial year in relation to which that company so qualifies as a micro company.]

280F. F134[Qualification of company as medium company: general

280F. (1) A company that is not excluded by subsection (4) qualifies as a medium company in relation to its first financial year if the qualifying conditions are satisfied in respect of that year.

(2) A company that is not excluded by subsection (4) qualifies as a medium company in relation to a subsequent financial year (in this subsection referred to as "relevant year") if the qualifying conditions—

(a) are satisfied in respect of the relevant year and the financial year immediately preceding the relevant year,

(b) are satisfied in respect of the relevant year and the company qualified as a medium company in relation to the financial year immediately preceding the relevant year, or

(c) were satisfied in the financial year immediately preceding the relevant year and the company qualified as a medium company in relation to that preceding financial year.

(3) The qualifying conditions for a medium company are satisfied by a company if, in relation to a financial year, it fulfils 2 or more of the following requirements:

(a) the amount of turnover of the company does not exceed F135[€50 million];

(b) the balance sheet total of the company does not exceed F135[€25 million];

(4) This section shall not apply to a company if it is—

(a) a holding company,

(b) an ineligible company,

(d) a company that qualifies for the micro companies regime.

(5) In the application of this section to any period which is a financial year but is not in fact a year, the amount specified in subsection (3)(a) shall be proportionately adjusted.

(6) For the purposes of subsection (3)(c), the average number of employees of a company shall be determined by applying the methods specified in section 317 for determining the number required by subsection (1)(a) of that section to be stated in a note to the financial statements of a company.

(7) In this section, "qualifying conditions" mean the conditions referred to in subsection (3).]

280G. F136[Qualification of company as medium company: holding company

280G. (1) A holding company qualifies as a medium company in relation to a financial year only if the group, in respect of which it is the holding company, qualifies as a medium group.

(2) A group that is not excluded by subsection (5) qualifies as a medium group in relation to the first financial year of the holding company if the qualifying conditions are satisfied in respect of that year.

(3) A group that is not excluded by subsection (5) qualifies as a medium group in relation to a subsequent financial year (in this subsection referred to as "relevant year") of the holding company if the qualifying conditions—

(a) are satisfied in respect of the relevant year and the financial year immediately preceding the relevant year,

(b) are satisfied in respect of the relevant year and the group qualified as a medium group in relation to the financial year immediately preceding the relevant year, or

(c) were satisfied in the financial year immediately preceding the relevant year and the group qualified as a medium group in relation to that preceding financial year.

(4) The qualifying conditions for a medium group are satisfied by a group if, in relation to a financial year, it fulfils 2 or more of the following requirements:

F137[(a) the aggregate amount of turnover of the group does not exceed €50 million net (or €60 million gross);]

F137[(b) the aggregate balance sheet total of the group does not exceed €25 million net (or €30 million gross);]

(5) This section shall not apply to the holding company of a group if any member of the group is an ineligible entity.

(6) In the application of this section to any period which is a financial year but is not in fact a year, the amounts specified in subsection (4)(a) shall be proportionally adjusted.

(7) The aggregate figures referred to in subsection (4) shall be ascertained by aggregating the equivalent figures determined in accordance with section 280F for each member of the group.

(8) Where a group proposes to satisfy the qualifying conditions referred to in subsection (4) on the basis of the requirements of paragraphs (a) and (b) of that subsection, it may do so on the basis of either the net figures or the gross figures respectively for both of the said paragraphs.

(9) The figures for each subsidiary undertaking shall be those included in its entity financial statements for the relevant financial year—

(a) if its financial year ends with that of the holding company, that financial year, and

(b) if not, its financial year ending last before the end of the financial year of the holding company.

(10) In this section—

"first financial year of a holding company" means the first financial year at the end of which the company qualifies as a holding company by virtue of having one or more subsidiaries;

"qualifying conditions" mean the conditions referred to in subsection (4).

(11) For the purposes of this section, in relation to the aggregate figures for turnover and balance sheet total—

"net" means after set-offs and other adjustments made to eliminate group transactions—

(i) in the case of Companies Act financial statements, in accordance with Schedule 4, and

(ii) in the case of IFRS financial statements, in accordance with international financial reporting standards;

"gross" means without those set-offs and other adjustments.]

280H. F138[Qualification of company as large company

280H. A company that does not qualify as—

(a) a small company in accordance with section 280A or 280B,

(b) a micro company in accordance with section 280D, or

shall be deemed to be a large company.]

280I. F139[Treatment of qualifying conditions in respect of certain financial years

280I. (1) Where a monetary amount referred to in a relevant provision, in respect of the turnover or balance sheet total of a company or group, is amended by the adjustment of size regulations, a company or group shall, for the purposes of satisfying qualifying conditions under a relevant provision, treat all the amendments as applying either (as the company elects) to—

(a) each financial year beginning on or after 1 January 2024, or

(b) each financial year beginning on or after 1 January 2023, in accordance with Article 2(1) of the Commission Delegated Directive (EU) 2023/2775 of 17 October 2023².

(2) The relevant provisions shall apply to the financial year of a company or group in accordance with the election of the company or group under subsection (1).

(3) In this section—

"adjustment of size regulations" means the European Union (Adjustments of Size Criteria for Certain Companies and Groups) Regulations 2024;

"relevant provision" means sections 280A(3), 280B(4), 280D(3)(b), 280F(3) and 280G(4).]

CHAPTER 2 Accounting records

281. Obligation to keep adequate accounting records

281. A company shall keep or cause to be kept adequate accounting records.

282. Basic requirements for accounting records

282. (1) For the purposes of this Part, adequate accounting records are those that are sufficient to—

(a) correctly record and explain the transactions of the company,

(b) enable, at any time, the assets, liabilities, financial position and profit or loss of the company to be determined with reasonable accuracy,

(c) enable the directors to ensure that any financial statements of the company, required to be prepared under section 290 or 293, and any directors’ report required to be prepared under section 325, comply with the requirements of this Act and, where applicable, Article 4 of the IAS Regulation, and

(d) enable those financial statements of the company so prepared to be audited.

(2) The accounting records shall be kept on a continuous and consistent basis, which is to say, the entries in them shall be made in a timely manner and be consistent from one period to the next; if those records are not kept by making entries in a bound book but by some other means, adequate precautions shall be taken for guarding against falsification and facilitating discovery of such falsification, should it occur.

(3) Without prejudice to the generality of subsections (1) and (2), accounting records kept pursuant to section 281 shall contain—

(a) entries from day to day of all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place,

(b) a record of the assets and liabilities of the company,

(i) a record of all transactions whereby goods are purchased and whereby goods are sold, showing the goods and the sellers and buyers (except buyers of goods in ordinary retail trade) in sufficient detail to enable the goods and the sellers and buyers to be identified and a record of all the invoices relating to such purchases and sales,

(ii) statements of stock held by the company at the end of each financial year and all records of stocktakings from which any such statement of stock has been, or is to be, prepared,

and

(d) if the company’s business involves the provision or purchase of services, a record of all transactions whereby services are provided and whereby services are purchased, to whom they were provided or from whom they were purchased (unless provided or purchased by way of ordinary retail trade) and of all the invoices relating thereto.

(4) For the purposes of subsections (1) to (3), adequate accounting records shall be deemed to have been maintained if they comply with those subsections and explain the company’s transactions and facilitate the preparation of financial statements that give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and, if relevant, the group and include any information and returns referred to in section 283(2).

(5) The adequate accounting records required by section 281 to be kept, including the information and returns referred to in this Chapter, shall be kept either—

(a) in written form in an official language of the State, or

(b) so as to enable the accounting records, including the information and returns, to be readily accessible and readily convertible into written form in an official language of the State.

(6) Subject to subsection (7), any computer (the “server computer”) that provides services to another computer, being services the provision of which to the latter is necessary so that the accounting records, and the other foregoing information and returns, stored in the latter can be accessed at all times, shall be kept in a place in the State.

(7) In any case where the accounting records are kept outside the State as mentioned in section 283(2)—

(a) save to the extent that the Minister by regulations provides otherwise, subsection (6) shall not apply,

(b) the Minister may by regulations impose requirements on the companies so keeping their accounting records (and which companies are not subject to subsection (6) by virtue of regulations under paragraph (a)) for the purpose of securing the effective access, in accordance with this Act, at all times to the accounting records stored in the computers concerned.

(8) A holding company which has a subsidiary undertaking in relation to which the preceding requirements of this section or similar such requirements do not apply shall take the following steps.

(9) Those steps are all reasonable steps to secure that the subsidiary undertaking keeps such adequate accounting records as will enable the directors of the holding company to ensure that any group financial statements required to be prepared under this Part comply with the requirements of this Part and, where applicable, Article 4 of the IAS Regulation.

283. Where accounting records are to be kept

283. (1) Subject to subsection (2), a company’s accounting records shall be kept at its registered office or at such other place as the directors think fit.

(2) If accounting records are kept at a place outside the State, there shall be sent to and kept at a place in the State such information and returns relating to the business dealt with in the accounting records so kept as will—

(a) disclose with reasonable accuracy the assets, liabilities, financial position and profit or loss of that business at intervals not exceeding 6 months, and

(b) enable to be prepared in accordance with this Part (and, where applicable, Article 4 of the IAS Regulation) the company’s statutory financial statements required by section 290 or 293 and the directors’ report required by section 325.

284. Access to accounting records

284. (1) A company shall make its accounting records, and any information and returns referred to in section 283(2), available in an official language of the State at all reasonable times for inspection without charge by the officers of the company and by other persons entitled pursuant to this Act to inspect the accounting records of the company.

(2) Where accounting records or any information and returns referred to in section 283(2) are kept in the manner referred to in section 282(5)(b) the obligation under subsection (1) shall be read as including a requirement the company secure that the records or information are converted, without charge, into written form in an official language of the State if the person making the request so requests.

(3) No member (not being a director) shall have any right of inspecting any financial statement or accounting record of the company except—

(a) as conferred by statute or by the company’s constitution, or

(b) authorised by the directors under subsection (4) or by the company in general meeting.

(4) The directors of a company shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the financial statements and accounting records of the company or any of them shall be open to the inspection of its members, not being directors of the company.

285. Retention of accounting records

285. An accounting record required to be kept by section 281 or information or a return referred to in section 283(2) shall be preserved by the company concerned for a period of at least 6 years after the end of the financial year containing the latest date to which the record, information or return relates.

286. Accounting records: offences

286. (1) A company that contravenes section 281, 282, 283, 284 or 285 shall be guilty of—

(a) subject to paragraph (b), a category 2 offence, or

(b) if the contravention falls within a case to which subsection (3), (4) or (5) relates, a category 1 offence.

(2) A director of a company who fails to take all reasonable steps to secure compliance by the company with the requirements of any of sections 281 to 285, or has by his or her own intentional act been the cause of any default by the company under any of them, shall be guilty of—

(a) subject to paragraph (b), a category 2 offence, or

(b) if the contravention falls within a case to which subsection (3), (4) or (5) relates, a category 1 offence.

(3) This subsection relates to a case in which both of the following circumstances apply—

(a) the contravention arose in relation to a company that is subsequently wound up and that company is unable to pay its debts, and

(b) the contravention has—

(i) contributed to the company’s inability to pay all of its debts, or

(ii) resulted in substantial uncertainty as to the assets and liabilities of the company, or

(iii) substantially impeded the orderly winding up of the company.

(4) This subsection relates to a case in which the contravention persisted during a continuous period of 3 years or more.

(5) This subsection relates to a case in which the contravention involved the failure to correctly record and explain one or more transactions of a company the value or aggregate value of which transaction or transactions exceeded €1 million or 10 per cent of the net assets of the company, whichever is the greater.

(6) Subject to subsection (7), the reference in subsection (5) to the net assets of the company is a reference to net assets, as defined in section 275(1), of the company and for this purpose the amount of its net assets shall be ascertained by reference to the entity financial statements prepared under section 290 and laid in accordance with section 341 in respect of the last preceding financial year in respect of which such entity financial statements were so laid.

(7) Where no entity financial statements of the company have been prepared and laid under the foregoing sections before that time, the reference in subsection (5) to the net assets of the company shall be taken to be a reference to the amount of its called-up share capital at the time of the contravention.

(8) In any proceedings against a person in respect of an offence under subsection (2) consisting of a failure to take reasonable steps to secure compliance by a company with the requirements of any of sections 281 to 285, it shall be a defence to prove both of the following:

(a) that the defendant had reasonable grounds for believing and did believe that a competent and reliable person was—

(i) charged with the duty of undertaking that those requirements were complied with, and

(ii) in a position to discharge that duty,

and

(b) that the discharge of that duty by such competent and reliable person was monitored by the defendant, by means of reasonable methods properly used.

CHAPTER 3 Financial year

287. Financial year end date

287. In this and each subsequent Chapter of this Part a reference to a company’s financial year end date is a reference to the last day of the financial year concerned of the company and a reference to its next financial year end date shall be read accordingly.

288. Financial year

288. (1) A company’s first financial year is the period beginning with the date of its incorporation and ending on a date no more than 18 months after that date.

(2) Each subsequent financial year of a company begins with the day immediately after its previous financial year end date and, subject to subsection (4), continues for—

(a) 12 months, or

(b) such other period, not being more than 7 days shorter or longer than 12 months, as the directors may determine to its next financial year end date,

and the power of the directors to make such a determination is referred to in subsection (5) as the “subsection (2)(b) power”.

(3) Except where there are substantial reasons not to do so, which reasons shall be disclosed in the notes to the statutory financial statements of the company, the directors of a holding company shall ensure the financial year end dates of each of the subsidiary undertakings included in the consolidation concerned coincide with that of the holding company.

(4) Subject to the subsequent subsections of this section, a company may, by notice in the prescribed form, given to the Registrar, alter what for the time being is its current financial year end date or its previous financial year end date.

(5) Where a notice under subsection (4) is given to the Registrar then—

(a) each subsequent financial year end date shall, subject to any exercise of the subsection (2)(b) power or (where permitted by subsection (10)) further exercise of the power under subsection (4), be the anniversary of the new financial year end date specified in that notice, and

(b) in consequence, the commencement of each of the financial years that follow the new financial year end date so specified is postponed or, as the case may be, brought forward by the appropriate period of time.

(6) For the purposes of subsection (4) a company’s “previous financial year end date” means the date immediately preceding its current financial year.

(7) A notice under subsection (4) may not alter a financial year end date if the particular alteration specified in it would result in a financial year in excess of 18 months.

(8) A notice may not be given under subsection (4) in respect of a previous financial year end date if, at the date of the giving of the notice, the period for delivering to the Registrar financial statements and reports for that previous financial year has expired.

(9) Subject to subsection (10), a notice under subsection (4) purporting to alter a company’s current or previous financial year end date is not valid if given less than 5 years after the day on which there has fallen the new financial year end date specified in a previous notice given under that subsection.

(10) Subsection (9) does not apply to a notice given by a company—

(a) that is a subsidiary undertaking or holding undertaking of another EEA undertaking if the new financial year end date specified coincides with that of the other EEA undertaking, or

(b) that is being wound up, or

(11) In this section “EEA undertaking” means an undertaking established under the law of the State or the law of any other EEA state.

CHAPTER 4 Statutory financial statements

289. Statutory financial statements to give true and fair view

289. (1) The directors of a company shall not approve financial statements for the purposes of this Part unless they are satisfied that they give a true and fair view of the assets, liabilities and financial position, as at the end of the financial year, and profit or loss, for the financial year—

(a) in the case of the company’s entity financial statements, of the company alone (as distinct from the company and its subsidiary undertakings, if any, taken as a whole),

(b) in the case of the company’s group financial statements, of the company and all the subsidiary undertakings included in the consolidation taken as a whole, so far as concerns the members of the company.

(2) The statutory auditors of a company, in performing their functions under this Act in relation to the company’s statutory financial statements, shall have regard to the directors’ duty under subsection (1).

290. Obligation to prepare entity financial statements under relevant financial reporting framework

290. (1) The directors of a company shall prepare entity financial statements for the company in respect of each financial year of it.

(2) The entity financial statements prepared under this section shall be the statutory financial statements of a company that does not prepare group financial statements under section 293.

(3) Subject to subsections (5) to (8) and section 296, a company’s entity financial statements shall be prepared either (as the company elects) in accordance with—

(a) section 291, or

(b) international financial reporting standards and section 292.

(4) Entity financial statements prepared in accordance with—

(a) section 291 shall be known, and are in this Act referred to, as “Companies Act entity financial statements” — and this also applies in any ensuing case where preparation of such statements in accordance with that section is obligatory, or

(b) international financial reporting standards and section 292 shall be known, and are in this Act referred to, as “IFRS entity financial statements” — and this also applies in any ensuing case where preparation of such statements in accordance with those standards and that section is obligatory.

(5) In respect of a company not trading for the acquisition of gain by its members, entity financial statements shall be prepared in accordance with section 291.

(6) F141[Subject to subsection (6A), after the first financial year] in which the directors of a company prepare IFRS entity financial statements (in this section referred to as the “first IFRS year”), all subsequent entity financial statements of the company shall be prepared in accordance with international financial reporting standards and section 292 unless there is a relevant change of circumstances as referred to in subsection (7).

F142[(6A) After a financial year in which the directors of a company prepare IFRS entity financial statements, the directors of the company may, notwithstanding that there is not a relevant change of circumstances as referred to in subsection (7), subsequently prepare Companies Act entity financial statements for the company provided they have not changed to preparing Companies Act entity financial statements in the period of 5 years preceding the first day of that financial year.

(6B) For the purposes of calculating the 5 year period referred to in subsection (6A), the reference to "changed to Companies Act entity financial statements" shall not be read as including a reference to a change to using those financial statements which was due to a relevant change in circumstances.]

(7) There is a relevant change of circumstances where at any time during or after the first IFRS year—

(a) the company becomes a subsidiary undertaking of another undertaking that does not prepare IFRS financial statements,

(b) the company, having re-registered as a private company limited by shares, ceases to be a company with securities admitted to trading on a regulated market in an EEA state, or

(c) a holding undertaking of the company ceases to be an undertaking with securities admitted to trading on a regulated market in an EEA state.

(8) Where, F143[in accordance with subsection (6A) or (7)], Companies Act entity financial statements are prepared in relation to a company, the directors of the company may subsequently prepare IFRS entity financial statements for the company and F143[subsections (6), (6A) and (7)] shall apply as if the financial year for which such IFRS entity financial statements are subsequently prepared was the first IFRS year.

291. Companies Act entity financial statements

291. (1) Companies Act entity financial statements in relation to a company for any financial year of it shall comprise—

(a) a balance sheet as at the financial year end date,

(b) a profit and loss account for the financial year, and

(c) any other additional statements and information required by the financial reporting framework adopted in relation to the company.

(2) Companies Act entity financial statements shall give a true and fair view of the assets, liabilities and financial position of the company as at the financial year end date and of the profit or loss of the company for the financial year.

F144[(3) Companies Act entity financial statements shall—

(a) as to the accounting principles to be applied, the form and content of the balance sheet and profit and loss account and the additional information to be provided by way of notes to the financial statements, comply with—

(i) in the case of a company that does not qualify for the small companies regime, the provisions of Schedule 3,

(ii) in the case of a company that qualifies for the small companies regime, the provisions of Schedule 3A or, if the company so elects, the provisions of Schedule 3, or

(iii) in the case of a small company that qualifies for the micro companies regime, the provisions of Schedule 3B or, if the company so elects, the provisions of either Schedule 3A or Schedule 3,

(b) comply with applicable accounting standards, and

F145[(3A) Companies Act entity financial statements shall state the following:

(a) the name and legal form of the company;

(b) the place of registration of the company and the number under which it is registered;

(d) where the company is being wound up, the information required by section 595.]

(4) Where compliance with F146[Schedule 3 or 3A, as the case may be,] applicable accounting standards and the other provisions of this Act as to the matters to be included in entity financial statements (or in notes to those financial statements) would not be sufficient to give a true and fair view of the matters referred to in subsection (2), the necessary additional information shall be given in the entity financial statements or a note to them.

(5) If in special circumstances compliance with any of the provisions of this Act (even if additional information were provided under subsection (4)) is inconsistent with the requirement to give a true and fair view of the matters referred to in subsection (2), the directors of the company shall depart from that provision to the extent necessary to give a true and fair view.

(6) Particulars of any departure under subsection (5), the reasons for it and its effect shall be given in a note to the financial statements of the company.

F147[(6A) In the case of a micro company that elects to adopt the micro company regime, it shall be presumed that compliance with—

(a) Schedule 3B,

(b) applicable accounting standards, and

shall be sufficient to give a true and fair view of the matters referred to in subsection (2), and accordingly, subsections (4), (5) and (6) shall not apply to a company that qualifies for the micro companies regime.]

(7) A company shall ensure—

(a) that its Companies Act entity financial statements include a statement as to whether they have been prepared in accordance with applicable accounting standards and identify the standards in question, and

(b) that any material departure from those standards, the effect of the departure and the reasons for it are noted in the Companies Act entity financial statements.

(8) Accounting standards are applicable to a company’s entity financial statements if those standards are, in accordance with their terms, relevant to the company’s circumstances and those entity financial statements.

(9) If a company fails to comply with any of subsections (2) to (7), the company and any officer of it who is in default shall be guilty of a category 2 offence.

(10) In any proceedings against a person in respect of an offence under subsection (9), it shall be a defence to prove that the defendant had reasonable grounds for believing and did believe that—

(a) a competent and reliable person was charged with the duty of ensuring that the provisions of the subsection concerned were complied with, and

(b) the latter person was in a position to discharge that duty.

(11) In subsection (9) “officer” includes any shadow director and de facto director.

292. IFRS entity financial statements

292. (1) Where the directors of a company prepare IFRS entity financial statements they shall comply with all IFRS in that regard and—

(a) shall make an unreserved statement in the notes to those entity financial statements that those financial statements have been prepared in accordance with international financial reporting standards, and

(b) shall ensure that those financial statements contain the additional information required by this Act other than that F148[required by Schedules 3, 3A, 3B, 4 and 4A].

(2) For the avoidance of doubt, the requirement for entity financial statements prepared in accordance with IFRS to present fairly the assets, liabilities, financial position, financial performance and cash flows is deemed to be equivalent to the true and fair view required by section 291(2).

F149[(2A) IFRS entity financial statements shall state the following:

(a) the name and legal form of the company;

(b) the place of registration of the company and the number under which it is registered;

(d) where the company is being wound up, the information required by section 595.]

(3) If a company fails to comply with F150[subsection (1) or (2A)], the company and any officer of it who is in default shall be guilty of a category 2 offence.

(4) In any proceedings against a person in respect of an offence under subsection (3), it shall be a defence to prove that the defendant had reasonable grounds for believing and did believe that—

(a) a competent and reliable person was charged with the duty of ensuring that the provisions of the subsection concerned were complied with, and

(b) the latter person was in a position to discharge that duty.

(5) In subsection (3) “officer” includes any shadow director and de facto director.

293. Obligation to prepare group financial statements under relevant financial reporting framework

293. (1) F151[Subject to subsections (1A) and (9), where at the end of its financial year] a company is a holding company, the directors of the company, as well as preparing entity financial statements for the financial year, shall prepare group financial statements for the holding company and all its subsidiary undertakings for that financial year.

F152[(1A) A holding company that qualifies for the small companies regime or the micro companies regime shall be exempt from the requirements of subsection (1) but may, however elect to prepare group financial statements.]

(2) Where a holding company prepares group financial statements under this section, there shall be associated with those group financial statements the entity financial statements prepared under section 290 and together they shall constitute the statutory financial statements of the company.

(3) Subject to subsections (5) to (9), F153[a company that is required to prepare group financial statements or has elected to prepare group financial statements] shall prepare the statements either (as the company elects) in accordance with—

(a) section 294, or

(b) international financial reporting standards and section 295.

(4) Group financial statements prepared in accordance with—

(a) section 294 shall be known, and are in this Act referred to, as “Companies Act group financial statements” — and this also applies in any ensuing case where preparation of such statements in accordance with that section is obligatory, or

(b) international financial reporting standards and section 295 shall be known, and are in this Act referred to, as “IFRS group financial statements” — and this also applies in any ensuing case where preparation of such statements in accordance with those standards and that section is obligatory.

(5) In respect of a group not trading for the acquisition of gain by its members, group financial statements shall be prepared in accordance with section 294.

(6) F154[Subject to subsection (6A), after the first financial year] in which the directors of a holding company prepare IFRS group financial statements (in this section referred to as the “first IFRS year”), all subsequent group financial statements shall be prepared in accordance with international financial reporting standards unless there is a relevant change of circumstances as referred to in subsection (7).

F155[(6A) After a financial year in which the directors of a holding company prepare IFRS group financial statements, the directors of the company may, notwithstanding that there is not a relevant change of circumstances as referred to in subsection (7), subsequently prepare Companies Act group financial statements for the company provided they have not changed to preparing Companies Act group financial statements in the period of 5 years preceding the first day of that financial year.

(6B) For the purposes of calculating the 5 year period referred to in subsection (6A), the reference to "changed to Companies Act group financial statements" shall not be read as including a reference to a change to using those financial statements which was due to a relevant change in circumstances.]

(7) There is a relevant change of circumstances where at any time during or after the first IFRS year—

(a) the company becomes a subsidiary undertaking of another undertaking that does not prepare IFRS group financial statements,

(b) the company, having re-registered as a private company limited by shares, ceases to be a company with securities admitted to trading on a regulated market in an EEA state, or

(c) a holding undertaking of the company ceases to be an undertaking with securities admitted to trading on a regulated market in an EEA state.

(8) F156[Where Companies Act group financial statements are prepared in relation to a company in accordance with subsection (6A) or (7) as the case may be], the directors of the company may subsequently prepare IFRS group financial statements for the company and F156[subsections (6), (6A) and (7)] shall apply as if the financial year for which such IFRS group financial statements are subsequently prepared was the first IFRS year.

(9) This section is subject to—

(a) F157[…]

(b) section 299 (holding company that is subsidiary undertaking of undertaking registered in EEA),

(d) section 301 (all subsidiaries excluded from consolidation), and

(e) section 302 (IFRS exemption).

294. Companies Act group financial statements

294. (1) Companies Act group financial statements in relation to a holding company and its subsidiary undertakings included in the consolidation for any financial year of it shall comprise—

(a) a consolidated balance sheet dealing with the assets, liabilities and financial position of the holding company and its subsidiary undertakings (including those being wound up) as at the financial year end date,

(b) a consolidated profit and loss account dealing with the profit or loss of the holding company and its subsidiary undertakings (including those being wound up) for the financial year, and

(2) Companies Act group financial statements shall give a true and fair view of the assets, liabilities and financial position of the company and the undertakings included in the consolidation taken as a whole, as at the financial year end date and of the profit or loss of the company and those undertakings for the financial year so far as concerns the members of the company.

(3) Companies Act group financial statements shall comply with—

(a) F158[in the case of a holding company not qualifying for the small companies regime, the provisions of Schedule 4] as to the accounting principles to be applied, the form and content of the consolidated balance sheet and consolidated profit and loss account and the additional information to be provided by way of notes to the group financial statements,

F159[(aa) in the case of a holding company that qualifies for the small companies regime, the provisions of Schedule 4A or, if the company so elects, the provisions of Schedule 4,]

(b) applicable accounting standards, and

F160[(3A) Companies Act group financial statements shall state the following:

(a) the name and legal form of the holding company;

(b) the place of registration of the holding company and the number under which it is registered;

(d) where the holding company is being wound up, the information required by section 595.]

(4) Where compliance with F161[Schedule 4 or 4A, as the case may be,], applicable accounting standards and the other provisions of this Act as to the matters to be included in group financial statements (or in notes to those financial statements) would not be sufficient to give a true and fair view of the matters referred to in subsection (2), the necessary additional information shall be given in the group financial statements or a note to them.

(5) If in special circumstances compliance with any of the provisions of this Act (even if additional information were provided under subsection (4)) is inconsistent with the requirement to give a true and fair view of the matters referred to in subsection (2), the directors of the company shall depart from that provision to the extent necessary to give a true and fair view.

(6) Particulars of any departure under subsection (5), the reasons for it and its effect shall be given in a note to the financial statements.

(7) A company shall ensure—

(a) that its Companies Act group financial statements include a statement as to whether they have been prepared in accordance with applicable accounting standards and identify the standards in question, and

(b) that any material departure from those standards, the effect of the departure and the reasons for it are noted in the Companies Act group financial statements.

(8) Accounting standards are applicable to a holding company’s group financial statements if those standards are, in accordance with their terms, relevant to that company’s and its subsidiary undertakings’ circumstances and those group financial statements.

(9) If a company fails to comply with any of subsections (2) to (7), the company and any officer of it who is in default shall be guilty of a category 2 offence.

(10) In any proceedings against a person in respect of an offence under subsection (9), it shall be a defence to prove that the defendant had reasonable grounds for believing and did believe that—

(a) a competent and reliable person was charged with the duty of ensuring that the provisions of the subsection concerned were complied with, and

(b) the latter person was in a position to discharge that duty.

(11) In subsection (9) “officer” includes any shadow director and de facto director.

295. IFRS group financial statements

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