Companies Act 2014

• (12) Where a company fails to comply with subsection (1), (3) or (9), the company and every person who at the time of that failure is a director of the company shall be guilty of a category 3 offence.

• (13) In any proceedings against a person in respect of an offence under subsection (12) (being an offence consisting of a failure to comply with subsection (1) or (3)), it shall be a defence to prove that the defendant took all reasonable steps for securing compliance with subsection (1) or (3), as the case may be.

• (14) A word or expression used in this section and also used in sections 307 to 309 has the same meaning in this section as it has in those sections.

313. Requirements of banking law not prejudiced by sections 307 to 312 and minimum monetary threshold for section 312

313. (1) Nothing in sections 307 to 312 prejudices the operation of any—

• (a) rule or other instrument, or

• (b) direction or requirement,

made, issued, granted or otherwise created under the Central Bank Acts 1942 to 2010 or any other enactment requiring the holding company of a credit institution to disclose particulars, whether in financial statements prepared by it or otherwise, of transactions, arrangements or agreements (whether of the kind described in section 239 or not) entered into by the credit institution.

• (2) So far as those requirements relate to section 307(1) or (2), the requirements of section 312(1) or (3) do not apply in relation to an individual director and persons connected with him or her if the aggregate value of all arrangements, transactions and agreements referred to in section 307(1) and (2) did not at any time during the financial year exceed €7,500 for that individual director and those persons.

• (3) So far as those requirements relate to any arrangement or transaction with a credit institution or any of its subsidiary undertakings in which a director of the institution or of its holding undertaking, or a person connected with such a director, had, directly or indirectly, a material interest, the requirements of section 312(1) or (3) do not apply if—

• (a) the value of each such arrangement or transaction which was made after the commencement of the financial year with the institution or any of its subsidiary undertakings, and

• (b) the value of each such arrangement or transaction which was made before the commencement of the financial year less the amount (if any) by which the liabilities of the person for whom the arrangement or transaction was made have been reduced,

did not at any time during the financial year exceed in the aggregate €5,000 or, if more, did not exceed €15,000 or one per cent of the value of the net assets of the company preparing the entity or group financial statements, whichever is the less.

CHAPTER 7 Disclosure required in notes to financial statements of other matters

314. Information on related undertakings

314. (1) F192[Subject to subsection (2A) and the other provisions of this section, where at the end of a financial year] of the company, a company—

• (a) has a subsidiary undertaking, or

• (b) holds an interest in any class of equity shares equal to 20 per cent or more of all such interests (in that class) in an undertaking that is not its subsidiary undertaking (in this section referred to as an “undertaking of substantial interest”),

a note shall be included in the statutory financial statements of the company for that year distinguishing between the subsidiary undertakings and the undertakings of substantial interest and giving the following information in relation to them:

• (i) the name and registered office or, if there is no registered office, the principal place of business of each subsidiary undertaking or undertaking of substantial interest and the nature of the business carried on by it;

• (ii) the identity of each class of shares held by the company in each subsidiary undertaking or undertaking of substantial interest and the proportion of the nominal value of the allotted shares in the subsidiary undertaking or undertaking of substantial interest of each such class represented by the shares of that class held by the company;

• (iii) the aggregate amount of the net assets of each subsidiary undertaking or undertaking of substantial interest as at the end of the financial year of the subsidiary undertaking or undertaking of substantial interest ending with or last before the end of the financial year of the company to which the statutory financial statements relate; and

• (iv) the profit or loss of the subsidiary undertaking or undertaking of substantial interest for its financial year identified in paragraph (iii).

• (2) F193[Subject to subsection (2A) and the other provisions of this section, the notes to the] statutory financial statements of a company shall contain the following particulars regarding each undertaking of which the company is a member having unlimited liability unless the information is not material to the true and fair view given by the statutory financial statements of the company:

• (a) the name and registered office of each such undertaking;

• (b) if the undertaking does not have a registered office, its principal place of business; and

• (c) the legal form of the undertaking.

• F194[(2A) A company that qualifies for the small companies regime or for the micro companies regime shall be exempt from the requirements of this section.]

• (3) Subsection (1) is subject to section 315 which provides for exemptions in respect of the information specified in subsection (1)(iii) and (iv).

• (4) Subsections (1) and (2) are subject to section 316 which provides for exemptions generally in respect of the information specified in them.

• (5) For the avoidance of doubt, the information required by subsections (1) and (2) is required for the financial year to which the statutory financial statements relate and comparable information for the preceding financial year need not be given.

• (6) For the purposes of paragraph (b) of subsection (1), interests held by persons acting in their own name but on behalf of the first-mentioned company in that subsection shall be deemed to be held by that company and “an interest in any class of equity shares” in subsection (1) includes an interest in an instrument that is convertible into equity shares as well as an option to acquire equity shares.

315. Information on related undertakings: exemption from disclosures

315. The information on related undertakings required by paragraphs (iii) (net assets) and (iv) (profit or loss) of section 314(1) need not be given in statutory financial statements—

• (a) in respect of a subsidiary undertaking of a company, if the company prepares group financial statements and either—

• (i) the subsidiary undertaking is consolidated in the statutory financial statements prepared by the company, or

• (ii) the interest of the company in the equity shares of the subsidiary undertaking is included in or in a note to the company’s statutory financial statements by way of the equity method of accounting,

or

• (b) in respect of a subsidiary undertaking of a company, if the company is exempt from the requirement to prepare group financial statements because it is relying on the consolidated accounts of a higher holding undertaking in accordance with section 299 or 300 or in accordance with IFRS, and either—

• (i) the subsidiary undertaking is consolidated in the consolidated accounts of the higher holding undertaking, or

• (ii) the interest of the company in the equity shares of the subsidiary undertaking is included in or in a note to the higher holding undertaking’s consolidated accounts by way of the equity method of accounting,

or

• (c) in respect of an undertaking of substantial interest of a company, if the interest in the equity shares of the undertaking of substantial interest is included in or in a note to the company’s statutory financial statements by way of the equity method of accounting, or

• F195[(d) in respect of an undertaking of substantial interest of a company, if the undertaking is not required to publish its balance sheet, or]

• (e) in relation to any undertaking, if the information required by paragraphs (iii) and (iv) of section 314(1) is not material to the true and fair view given by the statutory financial statements.

316. Information on related undertakings: provision for certain information to be annexed to annual return

316. (1) If the directors of a company form the opinion that the number of undertakings in respect of which the company is required to disclose information under section 314 is such that compliance with the provisions of that section would result in a note to the statutory financial statements of excessive length, the information mentioned in that section need only be given in such a note in respect of—

• (a) the undertakings whose assets, liabilities, financial position or profit or loss, in the opinion of the directors, principally affected the amounts shown in the company’s statutory financial statements, and

• (b) undertakings excluded from the consolidation under section 303(3).

• (2) If advantage is taken of subsection (1)—

• (a) there shall be included in the notes to the company’s statutory financial statements a statement that the information given deals only with the undertakings mentioned in that subsection, and

• (b) the information specified in section 348(4) shall be annexed to the annual return of the company to which the statutory financial statements are annexed.

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

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

317. Disclosures of particulars of staff

317. (1) F196[Subject to subsections (7) and (7A), the following information shall] be given in the notes to the entity financial statements of a company with respect to the employees of the company—

• (a) the average number of persons employed by the company in the financial year concerned, and

• (b) the average number of persons employed within each category of persons employed by the company in that year.

• (2) In respect of all persons employed by the company during the financial year who are taken into account in determining the relevant annual number for the purposes of subsection (1)(a) there shall also be stated the aggregate amounts respectively of—

• (a) wages and salaries paid or payable in respect of that year to those persons,

• (b) social insurance costs incurred by the company on their behalf,

• (c) other retirement benefit costs so incurred, and

• (d) other compensation costs of those persons (such costs to be specified by type) incurred by the company in the financial year.

• (3) In relation to the aggregate of all amounts stated for the purposes of subsection (2) there shall be shown the amount capitalised into assets and the amount treated as an expense or loss of the financial year.

• (4) The categories of persons employed by the company by reference to which the number required to be disclosed by subsection (1)(b) is to be determined shall be such as the directors may select, having regard to the manner in which the company’s activities are organised.

• (5) For the purposes of subsection (1)(a) and (b), the average number of persons employed by the company shall be determined by dividing the relevant annual number by the number of months in the financial year of the company.

• (6) For the purposes of subsection (5), the relevant annual number shall be determined by ascertaining for each month in the financial year of the company concerned—

• (a) in the case of subsection (1)(a), the number of persons employed under contracts of service by the company in that month (whether throughout the month or not), and

• (b) in the case of subsection (1)(b), the number of persons in the category in question of persons so employed,

and, in either case, adding together all the monthly numbers.

• (7) Where the company prepares group financial statements, those group financial statements shall contain the information required by subsections (1) to (3) for the company and its subsidiary undertakings included in the consolidation taken as a whole and subsections (4) to (6) have effect as if references in them to the company were references to the company and its subsidiary undertakings included in the consolidation.

• F197[(7A)
• (a) A company that qualifies for the small companies regime shall only be required to provide the information referred to in subsection (1) (a).

• (b) Where a company qualifies for the small companies regime but elects to prepare group financial statements—

• (i) those group financial statements shall contain the information required by subsection (1)(a) for the company and its subsidiary undertakings included in the consolidation taken as a whole, and

• (ii) subsections (5) and (6) have effect as if references in those subsections to the company were references to the company and its subsidiary undertakings included in the consolidation.

• (7B) A company that qualifies for the micro companies regime shall be exempt from the requirements of this section.]

• (8) In this section—

“retirement benefit costs” includes any expenses incurred by the company in respect of—

• (a) any retirement benefit scheme established for the purpose of providing retirement benefits for persons currently or formerly employed by the company,

• (b) any amounts set aside for the future payment of retirement benefits directly by the company to current or former employees, and

• (c) any retirement benefits paid directly by the company to such persons without first being so set aside;

“social insurance costs” means any contribution by a company to any state social insurance, social welfare, social security or retirement benefit scheme (including provision amounting to such under the Social Welfare Acts) or to any fund or arrangement, being a fund or arrangement connected with such a scheme, and “social insurance” means any such scheme, fund or arrangement;

“wages and salaries” in a company’s profit and loss account shall be determined by reference to payments made or expenses incurred in respect of all persons employed by the company during the financial year concerned who are taken into account in determining the relevant annual number for the purposes of subsection (1)(a).

318. Details of authorised share capital, allotted share capital and movements

318. (1) F198[Subject to subsection (9), the following information shall be given] in the notes to the entity financial statements of a company with respect to the company’s share capital:

• (a) the number and aggregate nominal value of the shares comprised in the authorised (if any) share capital;

• (b) where shares of more than one class have been allotted, the number and aggregate nominal value of shares of each class allotted;

• (c) in relation to each class of allotted share capital, the amount that has been called up on those shares and of this the amount that has been fully paid up at the financial year end date;

• (d) an analysis of allotted and called up share capital by class between—

• (i) shares presented as share capital, and

• (ii) shares presented as a liability;

and

• (e) where shares are held as treasury shares, the number and aggregate nominal value of the treasury shares and, where shares of more than one class have been allotted, the number and aggregate nominal value of each class held as treasury shares.

• (2) In the case of any part of the allotted share capital that consists of redeemable shares, the following information shall be given:

• (a) the earliest and latest dates on which the company has power to redeem those shares;

• (b) whether those shares must be redeemed in any event or are liable to be redeemed at the option of the company or the shareholder and at who’s option; and

• (c) whether any (and, if so, what) premium is payable on redemption.

• (3) If the company has allotted any shares during the financial year to which the entity financial statements relate, the following information shall be given:

• (a) the reason for making the allotment;

• (b) the classes of shares allotted;

• (c) in respect of each class of shares, the number allotted, their aggregate nominal value and the consideration received by the company for the allotment; and

• (d) whether the shares are presented as share capital or as a liability.

• (4) With respect to any contingent right to the allotment of shares in the company, the following particulars shall be given:

• (a) the number, description and amount of the shares in relation to which the right is exercisable;

• (b) the period during which it is exercisable; and

• (c) the price to be paid for the shares allotted.

• (5) In subsection (4), “contingent right to the allotment of shares” means any option to subscribe for shares and any other right to require the allotment of shares to any person whether arising on the conversion into shares of securities of any other description or otherwise.

• (6) Subject to subsection (7), where the company is a holding company, the number, description and nominal value of the shares in the company held by its subsidiary undertakings or their nominees and the consideration paid for those shares shall be disclosed in the notes to the entity financial statements of the company.

• (7) Subsection (6) does not apply in relation to any shares—

• (a) in the case of which the subsidiary undertaking is concerned as personal representative, or

• (b) subject to subsection (8), in the case of which the subsidiary undertaking is concerned as trustee.

• (8) The restriction on the application of subsection (6) by subsection (7)(b) does not have effect if the company or a subsidiary undertaking of the company is beneficially interested under the trust and is not so interested only by way of security for the purposes of a transaction entered into by it in the ordinary course of a business which includes the lending of money.

• F199[(9) A company that qualifies for the small companies regime or the micro companies regime shall be exempt from the requirements of this section.]

319. Financial assistance for purchase of own shares

319. (1) F200[Subject to subsection (4), the entity financial statements of a company] shall show the aggregate amount of financial assistance provided by the company, in the financial year to which the financial statements relate, that is permitted by section 82 (including the aggregate amount of any outstanding loans, guarantees and securities at the financial year end date) and shall separately disclose the aggregate of—

• (a) the amount of any money provided, in that financial year, by the company in accordance with a scheme referred to in section 82(6)(f), and

• (b) the amount of any loans referred to in section 82(6)(g) that have been made in that financial year by the company.

• (2) F201[Subject to subsection (4), where a company] prepares group financial statements, those group financial statements shall contain the information required by subsection (1) for the company and its subsidiary undertakings included in the consolidation taken as a whole.

• (3) The entity and group financial statements shall show for the financial year immediately preceding the financial year to which those statements relate amounts corresponding to the amounts required to be shown by subsection (1) in those statements for the latter year.

• F202[(4) A company that qualifies for the small companies regime or the micro companies regime shall be exempt from the requirements of this section.]

320. Holding of own shares or shares in holding undertaking

320. (1) Where a company, F203[a nominee of the company or a person acting in that person’s own name but on behalf of the company], holds shares in the company or an interest in such shares, such shares or interest shall not be shown as an asset but the consideration paid for such shares or interest—

• (a) shall be shown in the company’s entity financial statements as a deduction from the company’s capital and reserves (and the profits available for distribution shall accordingly be restricted by the amount of such deduction); and

• (b) shall be shown in the company’s group financial statements, if any, as a deduction from group capital and reserves.

• (2) Where a company, F204[a nominee of the company or a person acting in that person’s own name but on behalf of the company], holds shares in its holding undertaking or an interest in such shares, the profits of the company available for distribution shall be restricted by the amount of the consideration paid for such shares or interest.

• (3) In addition to the requirements of subsection (2), in the case of the holding of shares by a company,F205[ a nominee of the company or a person acting in that person’s own name but on behalf of the company, in its holding company (or the holding by a company, its nominee or a person acting in that person’s own name but on behalf of the company of an interest in such shares)], the consideration paid for such shares or interest shall be shown in the holding company’s group financial statements, if any, as a deduction from group capital and reserves.

• (4) The notes to the company’s entity financial statements (and, as the case may be, the group financial statements of the company or its holding company) shall give separately for the shares referred to in each of the preceding subsections—

• (a) the number and aggregate nominal value of those shares and, where shares of more than one class have been acquired, the number and aggregate nominal value of F206[each class of such shares, at the beginning and end of the financial year together with the consideration paid for such shares,]

• F207[(aa) a reconciliation of the number and nominal value of each class of such shares from the beginning of the financial year to the end of the financial year showing all changes during the financial year, including further acquisitions, disposals and cancellations, in each case showing the value of the consideration paid or received, if any,

• (ab) the reasons for any acquisitions made during the financial year,

• (ac) the proportion of called-up share capital held at the beginning and end of the financial year, and]

• (b) particulars of any restriction on profits available for distribution by virtue of the application of subsection (1) or (2).

321. Disclosure of accounting policies

321. (1) A company shall disclose in the notes to its entity financial statements the accounting policies adopted by the company in determining—

• (a) the items and amounts to be included in its balance sheet, and

• (b) the items and amounts to be included in its profit and loss account.

• (2) Where a company prepares group financial statements, the notes to those financial statements shall disclose the accounting policies adopted by the company in determining—

• (a) the items and amounts to be included in its consolidated balance sheet, and

• (b) the items and amounts to be included in its consolidated profit and loss account.

• F208[(3) Where a company changes an accounting policy adopted by the company and has disclosed such change in the notes to the entity financial statements or group financial statements, the notes to those financial statements shall also disclose—

• (a) the reason for the change in accounting policy, and

• (b) to the extent practicable, the impact of the change in accounting policy on the financial statements for the current financial year and on the financial statements of preceding years.]

322. Disclosure of remuneration for audit, audit-related and non-audit work

322. (1) In this section—

“group auditor” means the statutory auditor carrying out the audit of group financial statements;

“remuneration” includes benefits in kind, reimbursement of expenses and other payments in cash.

• (2) Subject to subsection (5), a company shall disclose in the notes to its entity financial statements relating to each financial year the following information:

• (a) the remuneration for all work in each category specified in subsection (3) that was carried out—

• (i) for the company,

• (ii) in respect of that financial year,

by the statutory auditors of the company;

• (b) the remuneration for all work in each category specified in subsection (3) that was carried out—

• (i) for the company,

• (ii) in respect of the preceding financial year,

by the statutory auditors of the company;

• (c) where all or part of the remuneration referred to in paragraph (a) or (b) is in the form of a benefit in kind, the nature and estimated monetary value of the benefit.

• (3) Remuneration shall be disclosed under subsection (2) for each of the following categories of work:

• (a) the audit of entity financial statements;

• (b) other assurance services;

• (c) tax advisory services;

• (d) other non-audit services.

• (4) Where the statutory auditors of a company are a statutory audit firm (within the meaning of F209[Part 27]), any work carried out by a partner in the firm or a statutory auditor on its behalf is considered for the purposes of this section to have been carried out by the audit firm.

• (5) A company need not make the disclosure required by subsection (2) where—

• F210[(a) the company qualifies for the small companies regime or the micro companies regime, or]

• F211[(b) the company qualifies as a medium company in accordance with section 280F or 280G, or]

• (c) the company is a subsidiary undertaking, the holding company of which is required to prepare and does prepare group financial statements, provided that—

• (i) the subsidiary undertaking is included in the group financial statements, and

• (ii) the information specified in subsection (8) is disclosed in the notes to the group financial statements.

• (6) Where a company that F212[qualifies as a medium company in accordance with section 280F or 280G] does not make the disclosure of information required by subsection (2) it shall provide such information to the Supervisory Authority when requested so to do.

• (7) A holding company that prepares group financial statements shall disclose in the notes to those statements relating to each financial year the following information:

• (a) the remuneration for all work in each category specified in subsection (8) that was carried out in respect of that financial year by the group auditor for the holding company and the subsidiary undertakings included in the consolidation;

• (b) the remuneration for all work in each category specified in subsection (8) that was carried out in respect of the preceding financial year by the group auditor for the holding company and those undertakings;

• (c) where all or part of the remuneration referred to in paragraph (a) or (b) is in the form of a benefit in kind, the nature and estimated monetary value of the benefit.

• (8) Remuneration shall be disclosed under subsection (7) for each of the following categories of work:

• (a) the audit of the group financial statements;

• (b) other assurance services;

• (c) tax advisory services;

• (d) other non-audit services.

• (9) Where more than one statutory auditor (whether a statutory auditor or a statutory audit firm) has been appointed as the statutory auditors of a company in a single financial year, separate disclosure in respect of the remuneration of each of them shall be provided in the notes to the company’s entity financial statements.

323. Information on arrangements not included in balance sheet

323. (1) F213[Subject to the provisions of this section,] the nature and business purpose of any arrangements of a company that are not included in its balance sheet and the financial impact on the company of those arrangements shall be provided in the notes to the statutory financial statements of the company if the risks or benefits arising from such arrangements are material and in so far as the disclosure of such risks or benefits is necessary for assessing the financial position of the company.

• F214[(1A) A company that—

• (a) qualifies for the small companies regime shall be exempt from the requirement to disclose the financial impact on the company of arrangements referred to in subsection (1), and

• (b) qualifies for the micro companies regime shall be exempt from the requirements of subsection (1).]

• (2) In the case of a holding company that prepares group financial statements—

• (a) subsection (1) shall be read as requiring the information there referred to in respect of arrangements there referred to, whether of the company or of any subsidiary undertaking included in the consolidation, to be provided in the notes to the group financial statements in so far as the disclosure of the risks or benefits concerned is necessary for assessing the financial position, taken as a whole, of the holding company and the subsidiary undertakings included in the consolidation, and

• (b) the notes to the entity financial statements of the holding company shall not be required to provide information that is provided in the notes to its group financial statements in compliance with subsection (1), as it is to be read in accordance with this subsection.

CHAPTER 8 Approval of statutory financial statements

324. Approval and signing of statutory financial statements by board of directors

324. (1) F215[Subject to subsection (1A), where the directors of a company] are satisfied that the statutory financial statements of the company give a true and fair view and otherwise comply with this Act or, where applicable, with Article 4 of the IAS Regulation, those statements shall be approved by the board of directors and signed on their behalf by 2 directors, where there are 2 or more directors.

• F216[(1A) In the case of the statutory financial statements of a company that qualifies for the micro companies regime, compliance with the minimum requirements of this Act in relation to its financial statements shall be presumed to give a true and fair view for the purposes of subsection (1).]

• (2) Without prejudice to the generality of section 11 and its application to the other provisions of this section, where the company has a sole director subsection (1) operates to require that director, if he or she is satisfied as to the matters referred to in that subsection in respect of the statements, to approve and sign the statutory financial statements.

• (3) Where group financial statements are prepared, the group financial statements and the entity financial statements of the holding company shall be approved by the board of directors of that company at the same time.

• (4) The signature or signatures evidencing approval of the financial statements by the board shall be inserted on the face of the entity balance sheet and any group balance sheet.

• F217[(4A) If the statutory financial statements of a company that qualifies for the small companies regime or the micro companies regime, as the case may be, are prepared in accordance with the small companies regime or the micro companies regime as appropriate, the balance sheet shall contain, in a prominent position above the signature or signatures referred to in subsection (4), a statement that the statutory financial statements concerned have been so prepared in accordance with the small companies regime or the micro companies regime, as may be appropriate.]

• (5) Every copy of every balance sheet which is laid before the members in general meeting or which is otherwise circulated, published or issued shall state the names of the persons who signed the balance sheet on behalf of the board of directors.

• (6) If statutory financial statements are approved which do not give a true and fair view or otherwise comply with the requirements of this Act or, where applicable, of Article 4 of the IAS Regulation, every director of the company who is party to their approval, and who knows that they do not give such view or otherwise so comply or is reckless as to whether that is so, shall be guilty of a category 2 offence.

• (7) For that purpose, every director of the company at the time the statutory financial statements are approved shall be taken to be a party to their approval unless he or she shows that he or she took all reasonable steps to prevent their being approved.

• (8) If any copy of a balance sheet is—

• (a) laid before the members or otherwise issued, circulated or published without the balance sheet (the original of it as distinct from the copy) having been signed as required by this section or without the required statement of the signatory’s name on the copy being included, or

• (b) delivered to the Registrar without the balance sheet (the original of it as distinct from the copy) having been signed as required by this section or without the required statement of the signatory’s name on the copy being included,

the company and any officer of it who is in default shall be guilty of a category 2 offence.

• (9) Subsection (8) shall not prohibit the issue, circulation or publication of—

• (a) a fair and accurate summary of any statutory financial statement after such statutory financial statement shall have been signed on behalf of the directors,

• (b) a fair and accurate summary of the profit or loss figures for part of the company’s financial year.

• (10) In subsection (8) “officer” includes any shadow director and de facto director.

• F218[(11) In this section, "minimum requirements of this Act", in relation to a company that qualifies for the micro companies regime, means the provisions of this Act with which the company is obliged to comply, having availed of the exemptions to which it is entitled by virtue of qualifying for the micro companies regime.]

CHAPTER 9 Directors’ report

325. Obligation to prepare directors’ report for every financial year

325. (1) F219[Subject to subsection (1A), the directors] of a company shall for each financial year prepare a report (a “directors’ report”) dealing with the following matters:

• (a) general matters in relation to the company and the directors as specified in section 326;

• (b) a business review in accordance with section 327;

• (c) information on the acquisition or disposal of own shares as specified in section 328;

• (d) information on interests in shares or debentures as specified in section 329;

• (e) statement on relevant audit information as specified in section 330;

and containing the notice referred to in section 331 that (if such be the case) has been issued in that financial year in respect of the company under section 33AK of the Central Bank Act 1942.

• F220[(1A) The directors of a company that—

• (a) qualifies for the small companies regime shall not be required to include in the directors’ report, a business review referred to in subsection (1)(b), and

• (b) qualifies for the micro companies regime shall be exempt from the requirement to prepare a directors’ report under subsection (1) provided that the information required under section 328 is included as a note or a footnote to the balance sheet.]

• F221[(2) Subsection (1) is in addition to the other requirements of this Act that apply in certain cases with regard to the inclusion of matters in a directors’ report, namely the requirements of—

• (a) section 167(3) (statement as to establishment or otherwise of an audit committee in the case of a relevant private company),

• (b) section 225(2) (directors’ compliance statement in case of a company to which that section applies), and

• (c) sections 1589, 1590 and 1596 (information on key intangible resources and sustainability reporting in the case of a company to which those sections apply).]

• (3) For a financial year in which—

• (a) the company is a holding company, and

• (b) the directors of the company prepare group financial statements,

the directors shall also prepare a directors’ report that is a consolidated report (a “group directors’ report”) dealing, to the extent provided in the following provisions of this Part, with the company and its subsidiary undertakings included in the consolidation taken as a whole.

• (4) Where group financial statements are published with entity financial statements, it is sufficient to prepare the group directors’ report referred to in subsection (3) (as distinct from that report and a directors’ report in respect of the holding company as well) provided that any information relating to the holding company only, being information which would otherwise be required to be provided by subsection (1) or section 167(3) or 225(2), is provided in the group directors’ report.

• (5) A group directors’ report may, where appropriate, give greater emphasis to the matters that are significant to the company and its subsidiary undertakings included in the consolidation taken as a whole.

• (6) If a director fails to fulfil his or her obligation under F222[subsections (1), (1A), (3) or (4)], he or she shall be guilty of a category 3 offence.

• (7) Without limiting the obligations of the directors of a company under this section or subsection (6), it shall be the duty of a person who is a shadow director or de facto director of a company to ensure that the requirements of F223[subsections (1), (1A), (3) and (4)] are complied with in relation to the company.

• (8) If a person fails to comply with his or her duty under subsection (7), the person shall be guilty of a category 3 offence.

326. Directors’ report: general matters

326. (1) The directors’ report for a financial year shall state—

• (a) the names of the persons who, at any time during the financial year, were directors of the company,

• (b) the principal activities of the company during the course of the year,

• (c) a statement of the measures taken by the directors to secure compliance with the requirements of sections 281 to 285, with regard to the keeping of accounting records and the exact location of those records,

• (d) the amount of any interim dividends paid by the directors during the year and the amount, if any, that the directors recommend should be paid by way of final dividend.

• (2) Where relevant in a particular financial year, the directors’ report shall state—

• (a) particulars of any important events affecting the company which have occurred since the end of that year,

• (b) an indication of the activities, if any, of the company in the field of research and development,

• (c) an indication of the existence of branches (within the meaning of Council Directive 89/666/EEC) of the company outside the State and the country in which each such branch is located,

• (d) political donations made during the year that are required to be disclosed by the Electoral Act 1997.

• (3) F224[Subject to subsection (3A), where material for an assessment] of the company’s financial position and profit or loss, the directors’ report shall describe the use of financial instruments by the company and discuss, in particular—

• (a) the financial risk management objectives and policies of the company, including the policy for hedging each major type of forecasted transaction for which hedge accounting is used, and

• (b) the exposure of the company to price risk, credit risk, liquidity risk and cash flow risk.

• F225[(3A) A company that qualifies for the small companies regime or the micro companies regime shall be exempt from the requirements of subsection (3).]

• (4) In relation to a group directors’ report, subsections (1)(b) and (c), (2) and (3) shall have effect as if the reference to the company were a reference to the company and its subsidiary undertakings included in the consolidation.

327. Directors’ report: business review

327. (1) F226[Subject to subsection (1A), the directors’ report for a financial year] shall contain—

• (a) a fair review of the business of the company, and

• (b) a description of the principal risks and uncertainties facing the company.

• F227[(1A) A company that qualifies for the small companies regime or the micro companies regime shall be exempt from the requirements of subsection (1).]

• (2) The review required by subsection (1) shall be a balanced and comprehensive analysis of—

• (a) the development and performance of the business of the company during the financial year, and

• (b) the assets and liabilities and financial position of the company at the end of the financial year,

consistent with the size and complexity of the business.

• (3) The review required by subsection (1) shall, to the extent necessary for an understanding of such development, performance or financial position or assets and liabilities, include—

• (a) an analysis of financial key performance indicators, and

• (b) where appropriate, an analysis using non-financial key performance indicators, including information relating to environmental and employee matters.

• F228[(3A) Notwithstanding the generality of subsection (1A), where a company that qualifies for the small companies regime or the micro companies regime, as the case may be, elects to provide the information required by subsection (1), it shall be exempt from the requirements of subsection (3)(b).]

• (4) The directors’ report shall, where appropriate, include additional explanations of amounts included in the statutory financial statements of the company.

• (5) The review required by subsection (1) shall include an indication of likely future developments in the business of the company.

• (6) In relation to a group directors’ report, this section has effect as if the references to the company were references to the company and its subsidiary undertakings included in the consolidation.

• (7) In this section, “key performance indicators” means factors by reference to which the development, performance and financial position of the business of the company can be measured effectively.

328. Directors’ report: acquisition or disposal of own shares

328. Where, at any time during a financial year of a company, shares in the company—

• (a) are held or acquired by the company, including by forfeiture or surrender in lieu of forfeiture, or

• (b) are held or acquired by any subsidiary undertaking of the company, the directors’ report with respect to that financial year of the company shall state—

• (i) the number and nominal value of any shares of the company held by the company or any subsidiary undertaking at the beginning and end of the financial year together with the consideration paid for F229[such shares,]

• (ii) a reconciliation of the number and nominal value of such shares from the beginning of the financial year to the end of the financial year showing all changes during the year including further acquisitions, disposals and cancellations, in each case showing the value of the consideration paid or received, F230[if any,]

• F231[(iii) the reasons for any acquisitions made during the financial year, and

• (iv) the proportion of called-up share capital held at the beginning and end of the financial year.]

329. Directors’ report: interests in shares and debentures

329. (1) The directors’ report in respect of a financial year shall, as respects each person who, at the end of that year, was a director of the company—

• (a) state whether or not he or she was, at the end of that financial year, interested in shares in, or debentures of, the company or any group undertaking of that company,

• (b) state, if he or she was so interested at the end of that year, the number and amount of shares in, and debentures of, the company and each other undertaking (specifying it) in which he or she was then interested,

• (c) state whether or not he or she was, at the beginning of the financial year (or, if he or she was not then a director, when he or she became a director), interested in shares in, or debentures of, the company or any other group undertaking, and

• (d) state, if he or she was so interested at either of the immediately preceding dates, the number and amount of shares in, and debentures of, the company and each other undertaking (specifying it) in which he or she was so interested at the beginning of the financial year or, as the case may be, when he or she became a director.

• (2) The reference in subsection (1) to the time when a person became a director shall, in case of a person who became a director on more than one occasion, be read as a reference to the time when he or she first became a director.

• (3) The information required by subsection (1) to be given in respect of the directors of the company shall also be given in respect of the person who was the secretary of the company at the end of the financial year concerned.

• (4) For the purposes of this section, references to interests of a director and secretary in shares or debentures are references to all interests required to be recorded in the register of interests under section 267 and includes interests of shadow directors and de facto directors required to be so registered.

330. Directors’ report: statement on relevant audit information

330. (1) The directors’ report in relation to a company shall contain a statement to the effect that, in the case of each of the persons who are directors at the time the report is approved in accordance with section 332—

• (a) so far as the director is aware, there is no relevant audit information of which the company’s statutory auditors are unaware, and

• (b) the director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company’s statutory auditors are aware of that information.

• (2) In this section “relevant audit information” means information needed by the company’s statutory auditors in connection with preparing their report.

• (3) A director is regarded as having taken all the steps that he or she ought to have taken as a director in order to do the things mentioned in subsection (1)(b) if he or she has—

• (a) made such enquiries of his or her fellow directors (if any) and of the company’s statutory auditors for that purpose, and

• (b) taken such other steps (if any) for that purpose,

as are required by his or her duty as a director of the company to exercise reasonable care, skill and diligence.

• (4) Nothing in this section shall be read as reducing in any way the statutory and professional obligations of the statutory auditors in relation to forming their opinion on the matters specified in section 336.

• (5) Where a directors’ report containing the statement required by this section is approved in accordance with section 332 but the statement is false, every director of the company who—

• (a) knew that the statement was false, or was reckless as to whether it was false, and

• (b) failed to take reasonable steps to prevent the report from being so approved,

shall be guilty of a category 2 offence.

331. Directors’ report: copy to be included of any notice issued under certain banking legislation

331. The directors’ report shall contain a copy of any Disclosure Notice issued in respect of the company under section 33AK (inserted by the Central Bank and Financial Services Authority of Ireland Act 2003 and amended by the Central Bank Reform Act 2010) of the Central Bank Act 1942 during the financial year to which the report relates.

332. Approval and signing of directors’ report

332. (1) The directors’ report and, where applicable, the group directors’ report shall be approved by the board of directors making the report and signed on their behalf by 2 directors, where there are 2 or more directors.

• (2) Without prejudice to the generality of section 11 and its application to the other provisions of this section, where the company has a sole director subsection (1) operates to require that director to approve and sign the report or reports concerned.

• (3) Every copy of every directors’ report which is laid before the members in general meeting or which is otherwise circulated, published or issued shall state the names of the persons who signed it on behalf of the board of directors.

• (4) If any copy of a directors’ report is—

• (a) laid before the members, or otherwise issued, circulated or published without the report (the original of it as distinct from the copy) having been signed as required by this section or without the required statement of the signatory’s name on the copy being included, or

• (b) delivered to the Registrar without the report (the original of it as distinct from the copy) having been signed as required by this section or without the required statement of the signatory’s name on the copy being included,

the company and any officer of it who is in default shall be guilty of a category 3 offence.

• (5) In subsection (4) “officer” includes any shadow director and de facto director.

CHAPTER 10 Obligation to have statutory financial statements audited

333. Statutory financial statements must be audited (unless audit exemption availed of)

333. The directors of a company shall arrange for the statutory financial statements of the company for a financial year to be audited by statutory auditors unless the company is entitled to, and chooses to avail itself of, the audit exemption.

334. Right of members to require audit despite audit exemption otherwise being available

334. (1) Any member or members of a company holding shares in the company that confer, in aggregate, not less than one-tenth of the total voting rights in the company may serve a notice in writing on the company stating that that member or those members do not wish the audit exemption to be available to the company in a financial year specified in the notice.

• (2) A notice under subsection (1) may be served on the company either—

• (a) during the financial year immediately preceding the financial year to which the notice relates, or

• (b) during the financial year to which the notice relates (but not later than 1 month before the end of that year).

• (3) The reference in subsection (1) to a voting right in a company shall be read as a reference to a right exercisable for the time being to cast, or to control the casting of, a vote at general meetings of members of the company, not being such a right that is exercisable only in special circumstances.

• (4) For the avoidance of doubt, the reference in subsection (1) to the one or more members not wishing the audit exemption to be available to the company in a specified financial year is, if the company is a subsidiary undertaking, a reference to their not wishing the audit exemption to be available to the subsidiary undertaking irrespective of whether its holding company and any other undertakings in the group avail themselves of the audit exemption in that year.

• (5) In this section “audit exemption” does not include the dormant company audit exemption referred to in section 365.

335. Statement to be included in balance sheet if audit exemption availed of

335. (1) If a company avails itself of the audit exemption in a financial year, the balance sheet prepared by the company in respect of that year shall contain a statement by the directors of the company that, in respect of that year—

• (a) the company is availing itself of the audit exemption (and the exemption shall be expressed to be “the exemption provided for by Chapter 15 of Part 6 of the Companies Act 2014”),

• (b) the company is availing itself of the exemption on the grounds that section 358 or 359, as appropriate, is complied with,

• (c) no notice under subsection (1) of section 334 has, in accordance with subsection (2) of that section, been served on the company, and

• (d) the directors acknowledge the obligations of the company, under this Act, to—

• (i) keep adequate accounting records and prepare financial statements which give a true and fair view of the assets, liabilities and financial position of the company at the end of its financial year and of its profit or loss for such a year, and

• (ii) otherwise comply with the provisions of this Act relating to financial statements so far as they are applicable to the company.

• (2) The statement required by subsection (1) shall appear in the balance sheet in a position immediately above the signatures of the directors required by section 324 or, as the case may be, the statement required by section 355.

• (3) If subsection (1) or (2) is not complied with, the company concerned and any officer of it who is in default shall be guilty of a category 3 offence.

• (4) If the company referred to in subsection (1) is a holding company that prepares group financial statements for the financial year concerned, that subsection shall be read as applying both to its entity balance sheet and its group balance sheet.

• (5) Whenever a company has availed itself of the audit exemption in respect of a financial year, the company shall, if required by the F232[Authority] to do so—

• (a) give to the F232[Authority] such access to and facilities for inspecting and taking copies of the books and documents of the company, and

• (b) furnish to the F232[Authority such information, as the Authority] may reasonably require for the purpose of satisfying himself or herself that the company did, in respect of that financial year, comply with section 358 or 359, as appropriate.

• (6) If a company fails to comply with a requirement under subsection (5), the company and any officer of it who is in default shall be guilty of a category 4 offence.

• (7) Where—

• (a) the audit exemption, as referred to in section 359(1), applies to a group, and

• (b) any subsidiary undertaking in that group relies on that exemption (and does not have its statutory financial statements for the year concerned audited in consequence),

references in this section to a company availing itself of the audit exemption shall be read, as respects that subsidiary undertaking, as including references to such an undertaking and subsection (3) shall be read accordingly.

• (8) In this section “audit exemption” does not include the dormant company audit exemption referred to in section 365 but that section makes similar provision, by applying and adapting its terms, to that made by this section.

CHAPTER 11 Statutory auditors’ report

336. Statutory auditors’ report on statutory financial statements

336. (1) The report required by section 391 to be made by the statutory auditors of a company on statutory financial statements to be laid before the company in general meeting shall comply with the requirements of this section.

• F233[(2) The statutory auditors’ report shall be in writing and shall—

• (a) F234[identify] the entity financial statements, and where appropriate, the group financial statements, that are the subject of the audit and the financial reporting framework that has been applied in their preparation,

• (b) include a description of the scope of the audit identifying the auditing standards in accordance with which the audit was conducted, and

• (c) identify the place of establishment of the statutory auditors who made the report.]

• (3) The statutory auditors’ report shall state clearly the statutory auditors’ opinion as to—

• (a) F235[subject to subsection (3A), whether the statutory financial statements] give a true and fair view—

• (i) in the case of an entity balance sheet, of the assets, liabilities and financial position of the company as at the end of the financial year,

• (ii) in the case of an entity profit and loss account, of the profit or loss of the company for the financial year,

• (iii) in the case of group financial statements, of the assets, liabilities and financial position as at the end of the financial year and of the profit or loss for the financial year of the undertakings included in the consolidation as a whole, so far as concerns the members of the company,

• (b) whether the statutory financial statements have been properly prepared in accordance with the relevant financial reporting framework and, in particular, with the requirements of this Act (and, where applicable, Article 4 of the IAS Regulation).

• F236[(3A) In the case of the statutory financial statements of a company that qualifies for the micro companies regime, compliance with the minimum requirements of this Act (within the meaning of section 324(11)) in relation to its financial statements is presumed to give a true and fair view as required by subsection (3).]

• (4) The statutory auditors’ report shall also state—

• (a) whether they have obtained all the information and explanations which, to the best of their knowledge and belief, are necessary for the purposes of their audit,

• (b) whether, in their opinion, the accounting records of the company were sufficient to permit the financial statements to be readily and properly audited,

• (c) whether, in their opinion, information and returns adequate for their audit have been received from branches of the company not visited by them, and

• (d) in the case of entity financial statements, whether the company’s balance sheet and, except where the exemption in section 304 is availed of, the profit and loss account are in agreement with the accounting records and returns.

• F233[(5) F237[Subject to subsection (5B), the statutory auditors] report shall—

• (a) state whether, in their opinion, based on the work undertaken in the course of the audit—

• (i) the information given in the directors’ report for the financial year for which statutory financial statements are prepared is consistent with the company’s statutory financial statements in respect of the financial year concerned, and

• (ii) the directors’ report has been prepared in accordance with F238[applicable legal requirements, excluding the requirements on sustainability reporting in Part 28],

and

• (b) state whether, based on their knowledge and understanding of the company and its environment obtained in the course of the audit, they have identified material misstatements in the directors’ report and, where they have so identified such misstatements, give an indication of the nature of each of such misstatements.]

• F239[(5A) The statutory auditors’ report shall provide a statement on any material uncertainty relating to events or conditions that may cast significant doubt about the entity’s ability to continue as a going concern.]

• F240[(5B) Subsection (5) shall not apply in the case of a company that qualifies for the micro companies regime and has availed itself of the exemption, referred to in section 325(1A), from preparing a directors’ report.]

• (6) The statutory auditors’ report shall—

• (a) in relation to each matter referred to in subsections (3) to (5) contain a statement or opinion, as the case may be, which shall be either—

• (i) unqualified, or

• (ii) qualified,

and

• (b) include a reference to any matters to which the statutory auditors wish to draw attention by way of emphasis without qualifying the report.

• (7) For the purposes of subsection (6)(a)(ii), a statement or opinion may be qualified, including to the extent of an adverse opinion or a disclaimer of opinion, where there is a disagreement or limitation in scope of work.

• F241[(8) If in the case of any statutory financial statements—

• (a) the requirements of any of sections 305 to 312 are not complied with by a company, and

• (b) the company is not a company that is entitled to, and has availed itself of, an exemption from providing the information,

the statutory auditors of the company by whom the financial statements are examined shall include in their report, so far as they are reasonably able to do so, a statement giving the required particulars.]

• (9) Where the entity financial statements of a holding company are combined with (that is to say, associated with) the group financial statements, the statutory auditors’ report on the group financial statements shall be so combined with the report on the entity financial statements.

F239[(9A)(a) Subject to paragraph (b), where the statutory audit was carried out by more than one statutory auditor, the statutory auditors shall agree on the results of the statutory audit and submit a joint report and opinion.

• (b) In the case of disagreement, each statutory auditor shall submit F234[his or her] opinion in a separate paragraph of the audit report and shall state F234[his or her] reason for such disagreement.]

• F242[(10) The Supervisory Authority may prescribe additional requirements, by reference to auditing standards within the meaning of section 1461, in relation to the content of the statutory auditors’ report for all undertakings, or a class of undertakings, only—

• (a) if those requirements are necessary in order to give effect to legal requirements in the State relating to the scope of statutory audits, or

• (b) to the extent necessary to add to the credibility and quality of the report.]

337. Signature of statutory auditor’s report

337. (1) The report of the statutory auditor shall state the name of the statutory auditor and be signed, as provided for in subsection (2), and bear the date of the signature or signatures.

• F243[(2) Where the auditor is—

• (a) a statutory auditor (within the meaning of F244[Part 27]), the report shall be signed by the statutory auditor (or, where more than one, each statutory auditor), or

• (b) a statutory audit firm (within the meaning of F244[Part 27]), the report shall be signed by—

• (i) the statutory auditor (or, where more than one, each statutory auditor) designated by the statutory audit firm for the particular audit engagement as being primarily responsible for carrying out the statutory audit on behalf of the audit firm,

• (ii) in the case of a group audit, at least the statutory auditor (or, where more than one, each statutory auditor) designated by the statutory audit firm as being primarily responsible for carrying out the statutory audit at the level of the group,

• (iii) where more than one statutory audit firm has been simultaneously engaged, by the statutory auditors designated by the statutory audit firms for the particular audit engagement as being primarily responsible for carrying out the statutory audit on behalf of the audit firm, or

• (iv) in the case of a group audit, where more than one statutory audit firm has been simultaneously engaged, by the statutory auditors designated by the statutory audit firms for the particular audit engagement as being primarily responsible for carrying out the statutory audit at the level of the group,

in his or her own name, for and on behalf of the audit firm.]

• (3) Every copy of the report of the statutory auditor which is laid before the members in general meeting or which is otherwise circulated, published or issued shall state the name of the statutory auditor or auditors and bear their signature and the date of the latter.

• (4) The copy of the statutory auditor’s report which is delivered to the Registrar shall state the name of the statutory auditor or auditors and bear their signature (in the typeset form specified in section 347(2)) and the date of the signature.

• (5) If a copy of a statutory auditor’s report—

• (a) is laid before the members, or otherwise issued, circulated or published without the report (the original of it as distinct from the copy) being signed and dated as required by this section, or without the copy including the required statement of the statutory auditor’s or auditors’ name and the other particulars specified in subsection (2), or

• (b) is delivered to the Registrar without the report (the original of it as distinct from the copy) being signed and dated as required by this section, or without the copy including the required statement of the statutory auditor’s or auditors’ name and the other particulars specified in subsection (3),

the company and any officer of it who is in default shall be guilty of a category 3 offence.

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

CHAPTER 12 Publication of financial statements

338. Circulation of statutory financial statements

338. (1) A copy of each of the documents specified in subsection (2) concerning the company there referred to shall be sent to—

• (a) every member of the company (whether that person is or is not entitled to receive notices of general meetings of the company),

• (b) every holder of debentures of the company (whether that person is or is not so entitled), and

• (c) all persons, other than members or holders of debentures of the company, who are so entitled,

not less than 21 days before the date of the meeting of the company at which copies of those documents are to be laid in accordance with section 341.

• (2) F245[Subject to subsection (2A), the documents] referred to in subsection (1) are—

• (a) the statutory financial statements of a company for the financial year concerned,

• (b) the directors’ report in relation to it, including any group directors’ report, for that financial year,

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

• F246[(2A) Subsection (2)(b) shall not apply to a company that qualifies for the micro companies regime and has availed itself of the exemption, under section 325(1A), from preparing a directors’ report.]