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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State Partially repealed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

(3) If the copies of the documents referred to in subsection (1) are sent less than 21 days before the date of the meeting referred to in that subsection they shall, notwithstanding that fact, be deemed to have been duly sent if it is so agreed by all the members entitled to attend and vote at the meeting.

(4) References in this section to sending to any person copies of the documents specified in subsection (2) include references to using electronic communications for sending copies of those documents to such address as may for the time being be notified to the company by that person for that purpose.

(5) Unless the company’s constitution provides otherwise, copies of the foregoing documents are also to be treated, for the purposes of this section, as sent to a person where—

(a) the company and that person have agreed to his or her having access to the documents on a website (instead of their being sent to him or her),

(b) the documents are documents to which that agreement applies, and

(c) that person is notified, in a manner for the time being agreed for the purpose between him or her and the company, of—

(i) the publication of the documents on a website,

(ii) the address of that website, and

(iii) the place on that website where the documents may be accessed, and how they may be accessed.

(6) For the purposes of this section documents treated in accordance with subsection (5) as sent to any person are to be treated as sent to him or her not less than 21 days before the date of a meeting if, and only if—

(a) the documents are published on the website throughout a period beginning at least 21 days before the date of the meeting and ending with the conclusion of the meeting, and

(b) the notification given for the purposes of paragraph (c) of that subsection is given not less than 21 days before the date of the meeting.

(7) Nothing in subsection (6) shall invalidate the proceedings of a meeting where—

(a) any documents that are required to be published as mentioned in paragraph (a) of that subsection are published for a part, but not all, of the period mentioned in that paragraph, and

(b) the failure to publish those documents throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the company to prevent or avoid.

(8) Where copies of documents are sent out under this section over a period of days, references elsewhere in this Act to the day on which those copies are sent out shall be read as references to the last day of that period.

(9) If default is made in complying with this section, the company concerned and any officer of it who is in default shall be guilty of a category 3 offence.

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

339. Right to demand copies of financial statements and reports

339. (1) Any member of a company and any holder of debentures of the company shall be entitled to be furnished by the company, on demand and without charge, with a copy of—

(a) the company’s statutory financial statements for the most recent financial year,

(b) F247[subject to subsection (1A),] the directors’ report for that year, and

F248[(1A) Subsection (1)(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.]

(2) If the group financial statements do not deal with a subsidiary undertaking of the company, any member of the company shall be entitled to demand to be furnished by the company, without charge, with a copy of the statutory financial statements of such subsidiary undertaking for the most recent financial year which have been sent to the members of that subsidiary undertaking, together with a copy of the directors’ and statutory auditors’ reports.

(3) Without prejudice to subsection (2) but subject to subsection (4), any member of the company shall be entitled to be furnished, within 14 days after the date on which he or she has made a demand in that behalf to the company, with a copy of any statutory financial statement (including every document required by law to be annexed thereto and a copy of the directors’ and auditors’ reports) of any subsidiary undertaking of the company laid before any annual general meeting of such subsidiary undertaking, at a charge not exceeding €3.00 for each financial year’s financial statements so furnished.

(4) A member shall not be entitled to be furnished with a copy of any statements referred to in subsection (3) laid before an annual general meeting held more than 10 years before the date on which the demand under that subsection is made.

(5) Copies of financial statements need not be sent to any member of a company if, on the application either of the company or of any person who claims to be aggrieved, the court is satisfied that the rights conferred by this section are being abused and orders that such copies need not be sent.

(6) The court may order the company’s costs on such an application to be paid in whole or in part by the member whose demands for copies of statements are the subject of the application to the court.

(7) Any obligation by virtue of subsection (1) or (2) to furnish a person with a document may, unless the company’s constitution provides otherwise, be complied with by using electronic communications for sending that document to such address as may for the time being be notified to the company by that person for that purpose.

(8) If a demand made under this section by a member of a company is not complied with within 14 days after the date on which the demand is made then (unless it is proved that the member has already made a demand for and been furnished with a copy of the financial statements for the financial year concerned) the company and any officer of it who is in default shall be guilty of a category 3 offence.

(9) In the case of any default under this section, the court may direct that the copies demanded shall be sent to the member demanding them.

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

340. Requirements in relation to publication of financial statements

340. (1) If a company publishes its statutory financial statements, it shall also publish with those statutory financial statements any directors’ report prepared in accordance with section 325 and any statutory auditors’ report made under section 391 in the form required by section 336.

(2) Where a company is required to prepare group financial statements for a financial year, it shall not publish entity financial statements for that year unless they are combined with the group financial statements and published together as the statutory financial statements of the company.

(3) Where a company publishes its abridged financial statements prepared in accordance with section 353 F249[…], it shall also publish with those abridged financial statements any report in relation to those abridged financial statements specified in section 356 and, if the statutory auditors of the company have refused to provide the directors of the company with a report under that section, an indication of the refusal.

(4) If a company publishes non-statutory financial statements (and that expression shall be read as including any abbreviated accounts relating to any period), it shall also publish a statement indicating—

(a) the reason for the preparation of the non-statutory financial statements,

(b) that the non-statutory financial statements are not the statutory financial statements of the company,

(c) whether statutory financial statements dealing with any financial year with which the non-statutory financial statements purport to deal have been annexed to the annual return and delivered to the Registrar and, if not, an indication of when they are likely to be so delivered,

(d) whether the statutory auditors of the company have made a report under section 391 in the form required by section 336 in respect of the statutory financial statements of the company which relate to any financial year with which the non-statutory financial statements purport to deal,

(e) whether any matters referred to in the statutory auditors’ report were qualified or unqualified, or whether the statutory auditors’ report included a reference to any matters to which the statutory auditors drew attention by way of emphasis without qualifying the report.

(5) Where a company publishes non-statutory financial statements, it shall not publish with those financial statements any such statutory auditors’ report as is mentioned in subsection (4)(d).

(6) Where a holding company publishes non-statutory entity financial statements dealing with the company alone (as distinct from the company and its subsidiary undertakings), it shall indicate in a note to those financial statements whether or not group financial statements have been prepared for that period and, if so, where they can be obtained.

(7) If a company fails to comply with any of subsections (1) to (6), the company and any officer of it who is in default shall be guilty of a category 3 offence.

(8) In subsection (7) “officer” includes any shadow director and de facto director.

341. Financial statements and reports to be laid before company in general meeting

341. (1) The directors of a company shall, in respect of each financial year, lay before the company in general meeting copies of—

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

(b) F250[subject to subsection (1A), the directors’ report], including any group directors’ report, for the financial year,

F251[(1A) Subsection (1)(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.]

(2) Those financial statements and those reports of the directors and the statutory auditors for a financial year shall be so laid not later than 9 months after the financial year end date.

(3) The statutory auditors’ report shall be open to inspection by any member at the general meeting.

(4) Where section 175(3) (dispensing with the holding of an annual general meeting) is availed of, then subsections (1) and (3) shall be disregarded and subsection (2) shall apply as if the reference in it to the laying of financial statements by the time referred to in that subsection were a reference to those statements being provided, by that time, to all the members (entitled to attend and vote at an annual general meeting) for the purpose of their signing the written resolution referred to in section 175(3).

CHAPTER 13 Annual return and documents annexed to it

342. Annual return

342. In this Act “annual return” means a return that, in accordance with the provisions of this Part, has to be made by a company to the Registrar in respect of successive periods as determined in accordance with those provisions.

343. Obligation to make annual return

343. (1) In this section “annual return date”, in relation to a company, means the date in relation to that company as provided under section 345 and “first annual return date”, in relation to a company, shall be read accordingly.

(2) Subject to the provisions of this section, a company shall deliver to the Registrar an annual return in accordance with subsection (4) not later than F252[56 days] after the annual return date of the company.

(3) However, if the annual return is made up to an earlier date than the company’s annual return date, it shall be so delivered not later than F252[56 days] after that earlier date.

(4) An annual return of a company shall—

(a) be in the prescribed form and contain the prescribed information, and

(b) be made up to a date that is not later than its annual return date,

except that the first annual return falling to be made by a company after it is incorporated shall be made up to the date that is its first annual return date.

(5) The court, on an application made (on notice to the Registrar) by a company, may, if it is satisfied that it would be just to do so, make an order extending the time for the purposes of subsection (2) or (3) in which the annual return of the company in relation to a particular period may be delivered to the Registrar; only one such order may be made as respects the particular period to which the return concerned of the company relates.

(6) Within 28 days after the date on which an order under subsection (5) is made, or such longer period as the court may allow on the making of the order, the company to which the order relates shall deliver a certified copy of the order to the Registrar; if the order is not received by the Registrar within whichever foregoing period is applicable it shall not be valid for the purposes of subsection (5).

(7) In respect of an annual return that is to be delivered on or after the commencement of this section, the court for the purposes of subsection (5) shall be the District Court for the District Court district where the registered office of the company is located or the High Court.

(8) Subsection (2) shall not apply in respect of any annual return date that falls during a period when the company is in the course of being wound up and a liquidator stands appointed to it.

(9) Subsection (2) shall not apply in respect of any annual return date that falls during a period when the company is in the course of being voluntarily struck off the register by the Registrar pursuant to sections 731 to 733 but—

(a) subsection (10) has effect as regards the interpretation of this subsection, and

(b) in addition to the foregoing, the exemption conferred by this subsection shall cease to apply where the company is not ultimately dissolved on foot of that procedure or, if it is dissolved on foot thereof, where it is subsequently restored to the register.

(10) For the purposes of subsection (9), the period when the company is in the course of being voluntarily struck off the register by the Registrar pursuant to sections 731 to 733 shall only be regarded as having commenced on the publication by the Registrar of a notice under section 732 in relation to that application.

(11) If a company fails to comply with the requirements of this section, the company and any officer of it who is in default shall be guilty of a category 3 offence.

F253[(11A) Section 1(1) of the Probation of Offenders Act 1907 shall not apply to an offence under this section.]

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

344. Special provision for annual return delivered in a particular form

344. F254[…]

345. Annual return date

345. (1) Unless it is altered by the company or the Registrar in accordance with section 346, the annual return date of a company in any year shall be the date determined by this section.

(2) In the case of a company incorporated before the commencement of this section—

(a) the company’s existing annual return date (as determined in accordance with the prior Companies Acts) shall be taken to be its annual return date falling next after that commencement, and

(b) the annual return date of the company, in each subsequent year, shall be the anniversary of the date referred to in paragraph (a).

(3) In the case of a company incorporated on or after the commencement of this section—

(a) the first annual return date of the company shall be the date 6 months after the date of its incorporation, and

(b) the annual return date of the company, in each subsequent year, shall be the anniversary of its first annual return date.

346. Alteration of annual return date

346. (1) Where the annual return of a company is made up in any year to a date earlier than its annual return date, the company’s annual return date shall thereafter be each anniversary of the date to which that annual return is made up unless the company—

(a) elects in the annual return to retain its existing annual return date, or

(b) establishes a new annual return date in accordance with subsection (2),

but, for the avoidance of doubt, an election under paragraph (a) does not operate to make the next annual return date of the company fall in any year other than in the year in which it would have fallen had the election not been made.

(2) Save in the case of a company delivering its first annual return and subject to subsections (3) and (4), a company may establish a new annual return date by delivering an annual return to the Registrar made up to its existing annual return date in accordance with section 343(2), being an annual return—

(a) that is so delivered not later than F255[56 days] after its existing annual return date, and

(b) to which there is annexed a notification in the prescribed form nominating the new annual return date,

but, notwithstanding anything to the contrary in this Act, the company shall not be required to annex statutory financial statements, or the other documents referred to in section 347(1), to such a return.

(3) The new annual return date established pursuant to subsection (2) shall be a date falling within the period of 6 months following the existing annual return date.

(4) Where a company has established a new annual return date pursuant to subsection (2), it shall not establish a further new annual return date pursuant to that subsection until at least 5 years have elapsed since the establishment of the first-mentioned new annual return date.

(5) Where it appears to the Registrar desirable for a holding company or a holding company’s subsidiary undertaking to extend its annual return date so that the subsidiary undertaking’s annual return date may correspond with that of the holding company, the Registrar may, on the application or with the consent of the directors of the company or undertaking whose annual return date is to be extended, direct that an extension is to be permitted in the case of that company or undertaking.

(6) Where the annual return date of a company or subsidiary undertaking in a year is altered pursuant to subsection (2) or (5), its annual return date thereafter shall be each anniversary of the date so altered, but subject to any subsequent invocation, in accordance with their terms, of the preceding provisions of this section.

347. Documents to be annexed to annual return: all cases

347. (1) Subject to the provisions of F256[this Part and Part 28], there shall be annexed to the annual return a copy of the following documents that have been, or are to be, laid before the relevant general meeting:

(a) the statutory financial statements of the company;

(b) F257[subject to subsection (1A), the directors’ report], including any group directors’ report; and

and “relevant general meeting” in this subsection means the general meeting of the company held during the period to which the annual return relates or, if the most recent statutory financial statements of the company and the other foregoing documents have not been required to be laid before such a meeting, the next general meeting held after the return’s delivery to the Registrar before which those statements and other documents are required to be laid.

F258[(1A) Subsection (1)(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.]

(2) The reference in subsection (1) to a copy of a document is a reference to a copy that satisfies the following conditions:

(a) it is a true copy of the original save for the difference that the signature or signatures on the original, and any date or dates thereon, shall appear in typeset form on the copy; and

(b) it is accompanied by a certificate of a director and the secretary of the company, that bears the signature of the director and the secretary in electronic or written form, stating that the copy is a true copy of the original (and one such certificate relating to all of the documents mentioned in subsection (1) suffices and the foregoing statement need not be qualified on account of the difference permitted by paragraph (a) as to the form of a signature or of a date).

(3) Where any document referred to in subsection (1) that has been annexed to the annual return is in a language other than the English language or the Irish language, there shall be annexed to each such document a translation of it in the English language or the Irish language certified in the prescribed manner to be a correct translation.

(4) Every document annexed to the annual return in accordance with subsection (1) shall cover the period—

(a) in the case of the first annual return to which such documents are annexed — since the incorporation of the company, and

(b) in any other case — since the end of the period covered by the statutory financial statements annexed to the preceding annual return,

and shall be made up to a date falling not more than 9 months before the date to which the annual return is made up.

(5) If a company fails to comply with subsection (1), (3) or (4), 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.

348. Documents to be annexed to annual returns: certain cases

348. (1) Where a holding company that prepares Companies Act financial statements has availed itself of the exemption in section 299 (subsidiary undertaking of higher EEA holding undertaking) and does not prepare group financial statements because it has relied on the following consolidated accounts and annual report prepared by a higher holding undertaking in which it and all of its subsidiary undertakings are consolidated, the holding company shall annex to its annual return a copy of the following documents:

(a) the consolidated accounts referred to in section 299(4)(a);

(b) the consolidated annual report referred to in section 299(4)(b); and

(2) Where a holding company that prepares Companies Act financial statements has availed itself of the exemption in section 300 (subsidiary undertaking of higher non-EEA holding undertaking) and does not prepare group financial statements because it has relied on the following consolidated accounts and any annual report prepared by a higher holding undertaking in which it and all of its subsidiary undertakings are consolidated, the holding company shall annex to its annual return a copy of the following documents:

(a) the consolidated accounts referred to in section 300(4)(a);

(b) any consolidated annual report referred to in section 300(4)(b); and

(c) the report of the person or persons responsible for auditing the accounts referred to in paragraph (a), being the person or persons mentioned in section 300(4)(c).

(3) Where a holding company that prepares IFRS financial statements has availed itself of the exemptions in IFRS and does not prepare group financial statements because it has relied on consolidated accounts and an annual report prepared by its higher holding undertaking in which it and all of its subsidiary undertakings are consolidated, the holding company shall annex to its annual return a copy of the following documents:

(a) the consolidated accounts on which it has so relied;

(b) the consolidated annual report of the higher holding undertaking; and

(4) Where a company has relied on the exemption in section 316(1) regarding information on related undertakings, the company shall annex to the annual return to which the statutory financial statements referred to in that provision are annexed the full information concerned, that is say—

(a) the information referred to in section 316(1), and

(b) the information referred to in section 314(1) and (2), not falling within paragraph (a), that it would have disclosed in the notes to those statements but for its reliance on that exemption.

(5) Where any document required to be annexed to the annual return by this section is in a language other than the English language or the Irish language, there shall be annexed to the copy of that document delivered a translation of it into the English language or the Irish language, certified in the prescribed manner to be a correct translation.

(6) If a company fails to comply with any of subsections (1) to (5), the company and any officer of it who is in default shall be guilty of a category 3 offence.

(7) The reference in subsection (1), (2) or (3) to a copy of a document is a reference to a copy that satisfies the following conditions:

(a) it is a true copy of the original save for the difference that the signature or signatures on the original, and any date or dates thereon, shall appear in typeset form on the copy; and

(b) it is accompanied by a certificate of a director and the secretary of the company, that bears the signature of the director and the secretary in electronic or written form, stating that the copy is a true copy of the original (and one such certificate relating to all of the documents mentioned in subsection (1), (2) or (3), as the case may be, suffices and the foregoing statement need not be qualified on account of the difference permitted by paragraph (a) as to the form of a signature or of a date).

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

349. First annual return: exception from requirement to annex statutory financial statements

349. Notwithstanding anything to the contrary in this Act, a company shall not be required to annex statutory financial statements, or the other documents referred to in section 347(1), to the first annual return falling to be made by the company after it is incorporated.

CHAPTER 14 Exclusions, exemptions and special arrangements with regard to public disclosure of financial information

350. Qualification of company as small or medium company

350. F259[…]

351. Exemptions in respect of directors’ report in the case of small and medium companies

351. F260[…]

352. Exemption from filing certain information for small and medium companies

F261[352. (1) The exemption in subsection (2) is available for a company that—

(a) qualifies for the small companies regime (or the micro companies regime), and

(b) has not elected to prepare group financial statements in accordance with section 293.

(2) That exemption is an exemption from the requirement in section 347 to annex to the company’s annual return the following documents:

(a) the statutory financial statements of the company;

(b) the directors’ report (except where that company qualifies for the micro companies regime and has not elected to prepare the directors’ report);

(3) If a company that qualifies for the small companies regime or the micro companies regime avails itself of the exemption provided by this section, it shall instead annex to its annual return a copy of each of the following documents:

(a) abridged financial statements prepared in accordance with section 353 and which have been approved and signed in accordance with section 355;

(b) a special statutory auditors’ report prepared in accordance with section 356.

(4) A reference in subsection (3) to a copy of a document is a reference to a copy that satisfies the following conditions:

(a) it is a true copy of the original save for the difference that the signature or signatures on the original, and any date or dates thereon, shall appear in typeset form on the copy;

(b) it is accompanied by a certificate of a director and the secretary of the company, that bears the signature of the director and the secretary in electronic or written form, stating that the copy is a true copy of the original (and one such certificate relating to all of the documents mentioned in subsection (3) suffices and the foregoing statement need not be qualified on account of the difference permitted by paragraph (a) as to the form of a signature or of a date).]

353. Abridged financial statements for a small company

353. (1) For the purposes of section 352, the abridged financial statements of a company that qualifies as a small company shall, in the manner set out in this section, be extracted from the statutory financial statements of the company prepared under section 290.

(2) Where the statutory financial statements of the company are IFRS financial statements, the abridged financial statements shall comprise—

(a) the balance sheet of the company,

(b) those notes to the financial statements that provide the information required by sections 305 to 321, F262[…]

F263[(c) any other notes to the financial statements including the notes relating to income statement items applicable to the small or micro company concerned, and]

F264[(d) the statement of changes in equity of the company.]

(3) Where the statutory financial statements of the company are Companies Act financial statements, the abridged financial statements shall comprise—

(a) the balance sheet of the company,

(b) those notes to the financial statements that provide the information required by sections 305 to 321,

F265[(c) any other notes to the financial statements, including the notes relating to profit and loss account items applicable to the small or micro company concerned and, in particular, the information required by paragraph 53 of Schedule 3A in the case of a small company,]

F266[(d) the information required by paragraph 48 of Schedule 3A in the case of a small company or paragraph 33 of Schedule 3B in the case of a micro company, even where the company has elected to include it in the profit and loss account, and]

F267[(e) any information provided in accordance with subsections (4), (5) and (6) of section 291.]

(4) Section 274(3) (references to balance sheet to include certain notes) does not apply to this section.

354. Abridged financial statements for a medium company

354. F268[…]

355. Approval and signing of abridged financial statements

355. (1) Where the directors of a company are satisfied that the requirements of section 353 F269[…] have been complied with as regards the preparation of the abridged financial statements, those financial statements shall be approved by the board of directors 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, 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 abridged financial statements.

(3) In addition to the preceding requirements, there shall be included the following statement on the face of the F270[balance sheet forming part of the abridged financial statements], namely a statement by the directors of the company that:

(a) they have relied on the specified exemption contained in section 352;

(b) they have done so on the ground that the company is entitled to the benefit of that exemption as a small company F271[…]; and

(4) The signatures or signature required by subsection (1) or (2), as the case may be, shall be inserted on the face of the F273[balance sheet forming part of the abridged financial statements] immediately after the statement referred to in subsection (3).

(5) Every copy of every F274[balance sheet forming part of the abridged financial statements] which is approved by the board of directors or which is circulated, published or issued shall state the names of the persons who signed the balance sheet on behalf of the board of directors.

F275[(6) The following requirements apply to the documents annexed to the annual return under section 352(3) and delivered to the Registrar:

(a) the copy of the abridged financial statements required by section 352(3)(a) shall state the names of the directors who signed the balance sheet on behalf of the board of directors;

(b) the copy of the special statutory auditors’ report required by section 352(3)(b) shall state the name of the statutory auditors who signed the report and, if different, the name of the statutory auditors who signed the report under section 391.]

(7) If abridged financial statements are approved which have not been prepared in accordance with the requirements of section 353 F276[…], every director of the company who is party to their approval, and who knows that they have not been so prepared or is reckless as to whether they have been so prepared, shall be guilty of a category 2 offence.

(8) For that purpose, every director of the company at the time the abridged 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.

(9) If the requirements of subsection (6) as regards documents annexed to an annual return under section 352(3) F277[…] are not complied with, the company concerned and any officer of it who is in default shall be guilty of a category 2 offence.

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

356. Special report of the statutory auditors on abridged financial statements

356. (1) There shall accompany abridged financial statements annexed to the annual return and delivered to the Registrar a copy of a special report of the statutory auditors of the company to the directors of it containing—

(a) a statement of the statutory auditors with respect to the matters set out in subsection (2) on those abridged financial statements, and

(b) a copy of the statutory auditors’ report under section 391 in the form required by section 336.

(2) Where—

(a) the directors of a company propose to annex to the annual return abridged financial statements for any financial year prepared pursuant to section 353 F278[…], and

(b) the statutory auditors of the company are of opinion that the directors of the company are entitled, for that purpose, to rely on the exemption contained in section 352 and the abridged financial statements have been properly prepared pursuant to section 353 F279[…],

it shall be the duty of the statutory auditors of the company to state in the special report referred to in subsection (1) that, in the opinion of those auditors—

(i) the directors of the company are entitled to annex those abridged financial statements to the annual return, and

(ii) the abridged financial statements so annexed are properly so prepared.

(3) With respect to the statutory auditors’ special report referred to in subsection (1) (a copy (as that expression is to be read in accordance with F280[section 352(4)]) of which is to be delivered to the Registrar), the original of that report shall be signed by the statutory auditors and bear the date of such signing; the requirements of section 337(2) with respect to the signing of the report there referred to shall also apply with respect to the signing of the special report.

(4) Every copy of the special report of the statutory auditors prepared in accordance with subsection (1) that is circulated, published or issued shall state the name of the statutory auditors providing the report and, if different, the names of the statutory auditors who provided the report under section 391.

(5) If a company fails to comply with subsection (1) or (4), the company and any officer of it who is in default shall be guilty of a category 2 offence.

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

357. Subsidiary undertakings exempted from annexing their statutory financial statements to annual return

357. (1) Where a company is a subsidiary undertaking of a holding undertaking that is established under the laws of an EEA state, the company shall, as respects any particular financial year of the company, stand exempted from the provisions of sections 347 and 348 if, but only if, the following conditions are satisfied:

(a) every person who is a shareholder of the company on the date of the holding of the next annual general meeting of the company after the end of that financial year or on the next annual return date of the company after the end of that financial year, whichever is the earlier, shall declare his or her consent to the exemption;

(b) there is in force in respect of the whole of that financial year an irrevocable guarantee by the holding undertaking of all F281[commitments entered into by the company, including amounts shown as liabilities in the statutory financial statements] of the company in respect of that financial year;

(d) the statutory financial statements of the company for that financial year are consolidated in the consolidated accounts prepared by the holding undertaking;

(e) the exemption of the company under this section is disclosed in a note to those consolidated accounts;

(f) a notice stating that the company has availed itself of the exemption under this section in respect of that financial year together with—

(i) a copy of the guarantee and notification referred to in paragraphs (b) and (c), and

(ii) a declaration by the company in writing that paragraph (a) has been complied with in relation to the exemption,

is annexed to the annual return for the financial year made by the company to the Registrar;

F282[(g) the consolidated accounts of the holding undertaking are drawn up in accordance with the requirements of the Accounting Directive or in accordance with international financial reporting standards and are audited in accordance with Article 34 of that Directive; and]

(h) a copy of the consolidated accounts of the holding undertaking together with the report of the auditors on them are annexed to the annual return of the company referred to in paragraph (f).

(2) Where any document referred to in subsection (1) that has been annexed to the annual return is in a language other than the English language or the Irish language, there shall be annexed to each such document a translation of it in the English language or the Irish language certified in the prescribed manner to be a correct translation.

(3) Section 299(7) (construction of certain references) shall apply to subsection (1) in a case where the holding undertaking referred to in subsection (1) is a company registered under this Act or an existing company.

(4) Section 347(2) applies for the purpose of the construction of the reference to a copy of a document in subsection (1)(h) of this section as it applies for the purpose of the construction of the reference to a copy of a document in section 347(1).

CHAPTER 15 Audit exemption

358. Main conditions for audit exemption — non-group situation

358. (1) Subject to subsection (3) and the other provisions of this Chapter, section 360 (audit exemption) applies to a company in respect of its statutory financial statements for a particular financial year if the company qualifies as a small company in relation to that financial year.

(2) For the purposes of this section, whether a company qualifies as a small company shall be determined in accordance with F283[sections 280A and 280B].

(3) Section 360 does not apply to a company in respect of its statutory financial statements for a particular financial year during any part of which the company was a group company (within the meaning of section 359) unless the group qualifies, under section 359, as a small group in relation to that financial year (and the other relevant provisions of this Chapter are complied with).

(4) In subsection (3) “group”, in relation to a group company, shall be read in accordance with section 359(1)(b).

(5) Nothing in this section prejudices the operation of Chapter 16 (special audit exemption for dormant companies).

359. Main conditions for audit exemption — group situation

359. (1) In this section—

(a) “group company” means a company that is a holding company or a subsidiary undertaking; and

(b) references to the group, in relation to a group company, are references to that company, together with all its associated undertakings, and for the purposes of this paragraph undertakings are associated if one is the subsidiary undertaking of the other or both are subsidiary undertakings of a third undertaking.

(2) Subject to this Chapter, section 360 (audit exemption) applies to any group company in respect of its statutory financial statements for a particular financial year if the F284[group, would qualify under section 280B as a small group] in relation to that financial year.

(3) F285[…]

(4) F285[…]

(5) F285[…]

(6) F285[…]

(7) F285[…]

(8) F285[…]

(9) F285[…]

(10) F285[…]

(11) F285[…]

(12) F285[…]

(13) Nothing in this section nor in any subsequent provision of this Chapter prejudices the operation of Chapter 16 (special audit exemption for dormant companies).

360. Audit exemption

360. (1) The following provisions (the “audit exemption”) have effect where, by virtue of section 358 or 359, as appropriate, this section applies in respect of the statutory financial statements of F286[a company or a group company] for a particular financial year—

(a) without prejudice to section 384(2), section 333 (obligation to have statutory financial statements audited) shall not apply F287[to the entity financial statements of the company or the group company or the group financial statements of the holding company] in respect of that financial year, and

(b) unless and until circumstances (if any) arise by reason of which F288[the company or group company] is not entitled to the audit exemption in respect of that financial year, the provisions specified in subsection (2) shall not apply to F288[the company or group company] in respect of that year.

(2) The provisions mentioned in subsection (1) are those provisions of this Act, being provisions that—

(a) confer any powers on statutory auditors or require anything to be done by or to or as respects statutory auditors, or

(b) make provision on the basis of a report of statutory auditors having been prepared in relation to the statutory financial statements of a company in a financial year,

and, without prejudice to the generality of the foregoing, include the provisions specified in the Table to this section in so far, and only in so far, as they make provision of the foregoing kind.

Table


Section 121(3) and (4) (report of statutory auditors on statutory financial statements for purposes of distribution);
Section 306(4) (statement of particulars of non-compliance with section 305 or 306);
Section 322 (disclosure of remuneration for audit, audit-related work and non-audit work);
Section 330 (statement on relevant audit information);
Section 336 (form of statutory auditors’ report);
Section 337 (signature of statutory auditor’s report);
Section 338 (circulation of statutory financial statements);
Section 339 (right of members to demand copies of financial statements and reports);
Section 340 (requirements in relation to publication of financial statements);
Section 341 (financial statements and reports to be laid before company in general meeting);
Section 347 (documents to be annexed to annual return);
Section 356 (special report on abridged financial statements);
Section 380 and sections 382 to 385 (dealing with appointment of statutory auditors);
Sections 390 to 393 (obligations of statutory auditors).

361. Audit exemption not available where notice under section 334 served

361. (1) Notwithstanding that section 358 is complied with, a company is not entitled to the audit exemption referred to in that section in a financial year if a notice, with respect to that year, is served, under and in accordance with section 334(1) and (2), on the company.

(2) Notwithstanding that section 359 is complied with—

(a) a holding company and the other members of the group are not entitled to the audit exemption referred to in that section in a financial year if a notice, with respect to that year, is served, under and in accordance with section 334(1) and (2), on the holding company (irrespective of whether such a notice is served under and in accordance with those provisions on one or more of the other members of the group),

(b) where no such notice has been served, under and in accordance with those provisions, on the holding company but one has been so served on another member of the group, then that member is not entitled to the audit exemption in the year concerned irrespective of whether its holding company and any other members of the group avail themselves of the audit exemption in that year (but this paragraph is not to be read as diminishing the extent of the audit exemption, so far as it relates to the holding company’s group financial statements, that is availed of by the holding company).

362. Audit exemption not available where company or subsidiary undertaking falls within a certain category

362. F289[(1) Notwithstanding that section 358 is complied with, a company is not entitled to the audit exemption referred to in that section if the company is a relevant securitisation company.]

F290[(2) Notwithstanding that section 359 is complied with, a holding company and the other members of the group are not entitled to the audit exemption referred to in that section if—

(a) the holding company is a relevant securitisation company, or

(b) any of those other members is a relevant securitisation company.]

(3) In this section “relevant securitisation company” means—

(a) a qualifying company within the meaning of section 110 of the Taxes Consolidation Act 1997; or

(b) a financial vehicle corporation (“FVC”) within the meaning of—

(i) in the period before 1 January 2015, Article 1(1) of Regulation (EC) No. 24/2009 of the European Central Bank of 19 December 2008 concerning statistics on the assets and liabilities of financial vehicle corporations engaged in securitisation transactions; or

(ii) subject to subsection (4), in the period on or after 1 January 2015, Article 1(1) of Regulation (EU) No. 1075/2013 of the European Central Bank of 18 October 2013 concerning statistics on the assets and liabilities of financial vehicle corporations engaged in securitisation transactions (recast).

(4) If a Regulation is made by the European Central Bank concerning statistics on the assets and liabilities of financial vehicle corporations engaged in securitisation transactions that—

(a) contains a different definition of financial vehicle corporation (“FVC”) from that referred to in subparagraph (ii) of subsection (3)(b), the reference in that provision to that definition shall be read as a reference to the definition contained in the Regulation so made, or

(b) amends the definition so referred to, the reference in that provision to that definition shall be read as a reference to that definition as it stands so amended.

363. F291[Audit exemption (non-group situation) not available in certain cases

363. (1) Subject to subsection (2) and notwithstanding that section 358 is complied with, a company is not entitled to the audit exemption referred to in that section in respect of its statutory financial statements for the 2 financial years immediately succeeding a financial year (in this section referred to as the "relevant financial year") where the company failed to deliver to the Registrar, in compliance with section 343, the company’s annual return to which the statutory financial statements or (as appropriate) abridged financial statements for the relevant financial year are annexed.

(2) Subsection (1) shall not apply in the case of an annual return of a company which is the company’s first annual return referred to in section 349.]

364. F293[Audit exemption (group situation) not available in certain cases

364. (1) Subject to subsection (3), in this section a reference to a relevant body is a reference to the holding company or any other member of the group.

(2) Subject to subsection (4) and notwithstanding that section 359 is complied with, a holding company and the other members of the group are not entitled to the audit exemption referred to in that section in respect of their statutory financial statements for the 2 financial years immediately succeeding a financial year (in this section referred to as the "relevant financial year") where any relevant body failed to deliver to the Registrar, in compliance with section 343, the annual return of that relevant body to which such body’s statutory financial statements or (as appropriate) abridged financial statements for the relevant financial year are annexed.

(3) There shall not be reckoned as another member of the group for the purposes of this section (other than for the purposes of the expression "other members of the group" in subsection (2)) a subsidiary undertaking that is not a company registered under this Act or an existing company and the construction provided for by subsection (1) (of references to each of the relevant bodies) shall be read accordingly.

(4) Subsection (2) shall not apply in the case of an annual return which is a relevant body’s first annual return referred to in section 349.]

CHAPTER 16 Special audit exemption for dormant companies

365. Dormant company audit exemption

365. (1) Subject to subsection (5), subsection (3) applies to a company in respect of its statutory financial statements for a financial year if the directors of the company are of the opinion that the company will satisfy the condition specified in subsection (2) in respect of that year and decide that the company should avail itself of subsection (3) in that year (and that decision is recorded by the directors in the minutes of the meeting concerned).

(2) The condition mentioned in subsection (1) is that in respect of the year concerned the company is dormant that is to say, during that year—

(a) it has no significant accounting transaction, and

(b) its assets and liabilities comprise only permitted assets and liabilities.

(3) The following provisions (the “dormant company audit exemption”) have effect where, by virtue of the preceding subsections, this subsection applies in respect of the statutory financial statements of a company for a particular financial year—

(a) without prejudice to section 384(2), section 333 (obligation to have statutory financial statements audited) shall not apply to the company in respect of that financial year, and

(b) unless and until circumstances, if any, arise in that financial year by reason of which the company is not entitled to that audit exemption in respect of that financial year, the provisions specified in subsection (4) shall not apply to the company in respect of that year.

(4) The provisions mentioned in subsection (3) are those provisions of this Act, being provisions that—

(a) confer any powers on statutory auditors or require anything to be done by or to or as respects statutory auditors, or

(b) make provision on the basis of a report of statutory auditors having been prepared in relation to the statutory financial statements of a company in a financial year,

and, without prejudice to the generality of the foregoing, include the provisions specified in the Table to section 360 in so far, and only in so far, as they make provision of the foregoing kind.

(5) Section 363 shall apply for the purposes of this section as it applies for the purpose of section 358 with the substitution in subsection (1)—

(a) for the reference to section 358 being complied with of a reference to the condition specified in subsection (2) of this section being satisfied, and

(b) for the reference to the audit exemption referred to in section 358 of a reference to the dormant company audit exemption.

(6) Section 335 shall apply for the purposes of this section as it applies for the purpose of section 358 with—

(a) the substitution, in subsection (1), of the following paragraphs for paragraphs (a) and (b):

“(a) the company is availing itself of the audit exemption (and the exemption shall be expressed to be ‘the exemption provided for by Chapter 16 of Part 6 of the Companies Act 2014’);

(b) the company is availing itself of the exemption on the grounds that the condition specified in section 365(2) is satisfied;”,

and

(b) the omission of subsections (1)(c) and (7).

(7) In this section—

“permitted assets and liabilities” are investments in shares of, and amounts due to or from, other group undertakings;

“significant accounting transaction” means a transaction that is required by sections 281 and 282 to be entered in the company’s accounting records.

(8) In determining whether or when a company is dormant for the purposes of this section, there shall be disregarded—

(a) any transaction arising from the taking of shares in the company by a subscriber to the constitution as a result of an undertaking of his or her in connection with the formation of the company,

(b) any transaction consisting of the payment of—

(i) a fee to the Registrar on a change of the company’s name,

(ii) a fee to the Registrar on the re-registration of the company, or

(iii) a fee to the Registrar for the registration of an annual return (including any fee of an increased amount by virtue of regulations under section 889(6)).

CHAPTER 17 Revision of defective statutory financial statements

366. Voluntary revision of defective statutory financial statements

366. (1) If it appears to the directors of a company that—

(a) any statutory financial statements of the company (referred to subsequently in this Chapter as the “original statutory financial statements”), or

(b) any directors’ report (referred to subsequently in this Chapter as the “original directors’ report”),

in respect of a particular financial year, did not comply with the requirements of this Act or, where applicable, of Article 4 of the IAS Regulation, they may prepare revised financial statements or a revised directors’ report in respect of that year.

(2) Where copies of the original statutory financial statements or original directors’ report have been laid before the company in general meeting or delivered to the Registrar, the revisions shall be confined to—

(a) the correction of those respects in which the original statutory financial statements or original directors’ report did not comply with the requirements of this Act or, where applicable, of Article 4 of the IAS Regulation, and

(b) the making of any necessary consequential alterations.

(3) Where the reason for the revision of the statutory financial statements is—

(a) that information that should have been included by way of note to the financial statements was not so included, or

(b) information provided in a note to the financial statements was incorrect or incomplete,

then—

(i) in a case where the amounts and presentation of the profit and loss account, balance sheet or other statements required by the financial reporting framework are not affected by reason thereof — the revision may be effected by supplementary note, and

(ii) in all other cases — revised financial statements shall be prepared.

(4) Where the reason for the revision of the directors’ report is—

(a) that information that should have been included in the report was not so included, or

(b) information provided in the report was incorrect or incomplete,

then—

(i) in a case where the additional information to be provided by way of revision does not affect other information included in the report — the revision may be effected by supplementary note, and

(ii) in all other cases — a revised directors’ report shall be prepared.

(5) Where the statutory financial statements for any financial year are revised, the next statutory financial statements prepared after the date of revision shall refer to the fact that a previous set of financial statements was revised and provide particulars of the revision, its effect and the reasons for the revision in a note to the financial statements.

367. Content of revised financial statements or revised report

367. (1) Subject to section 379, the provisions of this Act as to the matters to be included in the statutory financial statements of a company shall apply to revised financial statements as if the revised financial statements were prepared and approved by the directors as at the date of the original statutory financial statements.

(2) In particular, section 289 shall apply so as to require a true and fair view to be shown in the revised financial statements of the matters referred to in that section viewed as at the date of the original statutory financial statements.

(3) In the case of Companies Act financial statements, F294[paragraph 14(b) of Schedule 3, 3A or 3B, as may be appropriate,] shall apply to revised financial statements as if the reference in that provision to the date on which the financial statements were signed was to the date on which the original statutory financial statements were signed.

(4) The provisions of this Act as to the matters to be included in a directors’ report apply to a revised directors’ report as if the revised report were prepared and approved by the directors of the company as at the date of the original directors’ report.

368. Approval and signature of revised financial statements

368. (1) Section 324 (approval and signing of statutory financial statements) shall apply to revised financial statements save that, in the case of a revision effected by supplementary note, it shall apply as if it required a signature or signatures on the supplementary note instead of on the balance sheet.

(2) Where copies of the original statutory financial statements have been sent to members under section 338, laid before the members in general meeting under section 341 or delivered to the Registrar under section 347, the directors shall, before approving the revised financial statements under section 324, cause the following statements to be made in a prominent position in the revised financial statements or, in the case of a revision effected by supplementary note, in that note—

(a) in the case of a revision effected by replacement—

(i) a statement clearly identifying the replacement financial statements as being revised financial statements, and

(ii) statements as to the following matters:

(I) that the revised financial statements replace the original statutory financial statements for the financial year, specifying it;

(II) that they are now the statutory financial statements of the company for that financial year;

(III) that they have been prepared as at the date of the original financial statements and not as at the date of the revision and, accordingly, do not deal with events and transactions between those dates;

(IV) the respects in which the original statutory financial statements did not comply with the requirements of this Act or, where applicable, of Article 4 of the IAS Regulation; and

(V) any significant amendments made consequential upon the remedying of those defects;

(b) in the case of a revision effected by supplementary note, statements as to the following matters:

(i) that the note revises in certain respects the original statutory financial statements of the company and is to be treated as forming part of those original statutory financial statements; and

(ii) that the statutory financial statements have been revised as at the date of the original statutory financial statements and not as at the date of the revision and, accordingly, do not deal with events and transactions between those dates;

and shall, when approving the revised financial statements, cause the date on which the approval is given to be stated in them (or, in the case of revision effected by supplementary note, in that note).

(3) Without prejudice to the generality of subsection (1), subsections (8) to (10) of section 324 shall have effect as if, in addition to the references in that subsection (8) to the requirements as to the signing of the balance sheet and the inclusion of a statement of the signatory’s name, there were included references in that subsection to each of the requirements of paragraph (a) or (b), as the case may be, of subsection (2).

369. Approval and signature of revised directors’ report

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