Legalize / Ireland / Act

Companies (Accounting) Act 2017

Type Act

Publication 2017-05-17

State In force

Source Irish Statute Book

articles 101

Reform history JSON API

PART 1 Preliminary and General

1. Short title and commencement

1. (1) This Act may be cited as the Companies (Accounting) Act 2017.

(2) Subject to subsection (2) of section 78, this Act shall come into operation on such day or days as the Minister may appoint by order or orders either generally or with reference to any particular purpose or provision, or financial year or part thereof, and different days may be so appointed for different purposes, different provisions, or different financial years or parts thereof.

2. Definitions

2. In this Act—

“Minister” means the Minister for Jobs, Enterprise and Innovation;

“Principal Act” means the Companies Act 2014.

3. Repeals and revocations

3. (1) Each of the following provisions of the Principal Act is repealed:

(a) section 297;

(b) section 298;

(d) section 351;

(e) section 354;

(f) section 917;

(g) section 994;

(h) section 1214;

(i) subsections (2) and (3) of section 1218;

(j) subsection (5) of section 1237;

(k) section 1268;

(l) subsection (1) of section 1272.

(2) Each of the following statutory instruments is revoked:

(a) European Union (International Financial Reporting Standards) Regulations 2012 (S.I. No. 510 of 2012);

(b) European Union (Traded Companies - Corporate Governance Statements) Regulations 2015 (S.I. No. 423 of 2015).

PART 2 Amendment of Principal Act

4. Amendment of section 7 of Principal Act

4. Section 7 of the Principal Act is amended, in subsection (5)(b)—

(a) by the substitution of the following subparagraph for subparagraph (i):

“(i) by any person as a nominee for the superior company or by any person acting in that person’s own name but on behalf of the superior company (except where, in either case, the superior company is concerned only in a fiduciary capacity), or”,

and

(b) by the insertion, in subparagraph (ii), of “or by any person acting in that person’s own name but on behalf of,” after “or by a nominee for,”.

5. Amendment of section 9 of Principal Act

5. Section 9 of the Principal Act is amended—

(a) in subsection (2), by the substitution of the following for paragraph (a):

“(a) Parts 16 to 26 (or instruments under them) and Schedules 7 to 18; and”,

and

(b) in subsection (4), by the substitution, in paragraph (b), of “Parts 16 to 26” for “Parts 16 to 25”.

6. Amendment of section 68 of Principal Act

6. Section 68 of the Principal Act is amended—

(a) in subsection (2), by the substitution of “Subject to subsection (8A), a company shall” for “A company shall”, and

(b) by the insertion of the following subsection after subsection (8):

“(8A) Subsection (2) shall not apply to securities (or interests in them) which were, prior to 1 June 2015, admitted to trading or listed on any market, whether a regulated market or not, in the State or elsewhere.”.

7. Amendment of section 72 of Principal Act

7. Section 72 of the Principal Act is amended by the substitution of the following subsection for subsection (7):

“(7) In relation to a company and its shares and capital, the following definitions apply for the purposes of this section:

‘arrangement’ means any agreement, scheme or arrangement (including an arrangement sanctioned under section 453 or 601);

‘company’, other than in relation to the issuing company, includes any body corporate;

‘equity share capital’ means the company’s issued share capital excluding any part of it which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution;

‘equity shares’ means shares comprised in the company’s equity share capital;

‘non-equity shares’ means shares (of any class) not comprised in the company’s equity share capital.”.

8. Amendment of section 85 of Principal Act

8. Section 85 of the Principal Act is amended by the substitution of the following subsection for subsection (2):

“(2) If a company proposes to apply to the court for an order confirming the resolution, it shall cause notice of its intention to make such an application—

(a) to be advertised once at least in one daily newspaper circulating in the district where the registered office or principal place of business of the company is situated, and

(b) to be notified by electronic means to all creditors of the company who are resident, or have their principal place of business, outside the State,

and that advertisement and that notification shall indicate a means by which there will be notified by the company to any inquirer the date on which that hearing will take place (or any change in the date of such) and the company shall, accordingly, notify to any inquirer, by those means, the first-mentioned date on request being made by the inquirer therefor (and shall make satisfactory arrangements with the inquirer for the notification, by these means or such other means as may be agreed between them, to the inquirer of a change in that date).”.

9. Amendment of section 167 of Principal Act

9. Section 167 of the Principal Act is amended—

(a) in subsection (1)—

(i) by the substitution, in the definitions of “amount of turnover” and “balance sheet total”, of “section 275” for “section 350”, and

(ii) by the substitution of “section 943(1)(i)” for “section 945(1)(k)” in each place that it occurs,

and

(b) by the substitution of “relevant company” for “large company” in each place that it occurs.

10. Amendment of section 272 of Principal Act

10. Section 272 of the Principal Act is amended, in subsection (2)(a), by the substitution of “Schedule 3, 3A, 3B, 4 or 4A, as the case may be,” for “Schedule 3 or 4”.

11. Amendment of section 274 of Principal Act

11. Section 274 of the Principal Act is amended, in subsection (1), in the definition of “profit and loss account” by the substitution of the following paragraph for paragraph (a):

“(a) for the avoidance of doubt—

(i) in the case where the financial statements are prepared in accordance with IFRS, the expression means a statement of profit or loss and other comprehensive income or equivalent term referred to in those standards, and

(ii) in the case of a company not trading for the acquisition of gain by its members, the expression means an income and expenditure account, and references to—

(I) a profit and loss account, and

(II) in the case of group financial statements, a consolidated profit and loss account,

shall be read accordingly, and”.

12. Amendment of section 275 of Principal Act

12. Section 275 of the Principal Act is amended—

(a) in subsection (1)—

(i) by the insertion of “and Part 26” after “In this Part”,

(ii) by the insertion of the following definitions:

“ ‘Accounting Directive’ means Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013[^2] on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC;

‘amount of turnover’, in relation to a company, means the amount of the turnover shown in the company’s profit and loss account;

‘balance sheet total’, in relation to a company, means the aggregate of the amounts shown as assets in the company’s balance sheet;

‘ineligible entities’ means undertakings that—

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

(b) are credit institutions,

(d) are—

(i) undertakings that—

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

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

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

‘large company’ shall be read in accordance with section 280H;

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

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

‘micro companies regime’ has the meaning assigned to it by section 280E;

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

‘small companies regime’ has the meaning assigned to it by section 280C;”,

and

(iii) in the definition of “credit institution”—

(I) in paragraph (b), by the substitution of “(within the meaning of the Consumer Credit Act 1995)” for “(within the meaning of the Hire Purchase Act 1946)”, and

(II) in paragraph (c), by the substitution of “or other repayable funds from the public and” for “or other repayable funds or”,

(b) by the substitution of the following subsection for subsection (5):

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

and

13. Construction of references to exemption

13. The Principal Act is amended by the substitution of the following section for section 277:

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

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

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

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

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

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

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

14. Certain companies may apply provisions of Act to certain earlier financial years

14. The Principal Act is amended by the insertion of the following section after section 277:

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

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

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

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

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

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

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

(a) section 3;

(b) section 4;

(d) sections 15 to 25;

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

(f) sections 29 to 57;

(g) section 59;

(h) sections 62 to 64;

(i) sections 81 and 82;

(j) section 84;

(k) section 88;

(l) section 89.

(5) In this section—

‘Act of 2017’ means the Companies (Accounting) Act 2017;

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

‘qualifying conditions’ has the same meaning as it has—

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

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

15. Qualification of company based on size of company

15. The Principal Act is amended, in Part 6, by the insertion of the following Chapter after Chapter 1:

“CHAPTER 1A

Qualification of company based on size of company

Qualification of company as small company: general

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

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

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

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

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

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

(a) the amount of turnover of the company does not exceed €12 million;

(b) the balance sheet total of the company does not exceed €6 million;

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

(a) a holding company, or

(b) an ineligible company.

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

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

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

Qualification of company as small company: holding company

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

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

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

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

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

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

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

(a) the aggregate amount of turnover of the group does not exceed €12 million net (or €14.4 million gross);

(b) the aggregate balance sheet total of the group does not exceed €6 million net (or €7.2 million gross);

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

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

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

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

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

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

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

(10) In this section—

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

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

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

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

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

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

‘gross’ means without those set-offs and other adjustments.

Small companies regime

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

Qualification of company as micro company

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

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

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

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

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

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

(a) qualifies for the small companies regime, and

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

(i) the amount of turnover of the company does not exceed €700,000;

(ii) the balance sheet total of the company does not exceed €350,000;

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

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

(a) an investment undertaking,

(b) a financial holding undertaking,

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

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

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

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

Micro companies regime

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

Qualification of company as medium company: general

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

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

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

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

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

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

(a) the amount of turnover of the company does not exceed €40 million;

(b) the balance sheet total of the company does not exceed €20 million;

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

(a) a holding company,

(b) an ineligible company,

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

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

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

Qualification of company as medium company: holding company

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

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

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

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

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

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

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

(a) the aggregate amount of turnover of the group does not exceed €40 million net (or €48 million gross);

(b) the aggregate balance sheet total of the group does not exceed €20 million net (or €24 million gross);

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

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

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

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

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

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

(10) In this section—

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

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

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

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

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

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

‘gross’ means without those set-offs and other adjustments.

Qualification of company as large company

280H. A company that does not qualify as—

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

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

shall be deemed to be a large company.”.

16. Amendment of section 290 of Principal Act

16. Section 290 of the Principal Act is amended—

(a) in subsection (6), by the substitution of “Subject to subsection (6A), after the first financial year” for “After the first financial year”,

(b) by the insertion of the following subsections after subsection (6):

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

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

and

(i) by the substitution of “in accordance with subsection (6A) or (7)” for “following a relevant change of circumstances”, and

(ii) by the substitution of “subsections (6), (6A) and (7)” for “subsections (6) and (7)”.

17. Amendment of section 291 of Principal Act

17. Section 291 of the Principal Act is amended—

(a) by the substitution of the following subsection for subsection (3):

“(3) Companies Act entity financial statements shall—

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

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

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

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

(b) comply with applicable accounting standards, and

(b) by the insertion of the following subsection after subsection (3):

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

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

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

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

(d) by the insertion of the following subsection after subsection (6):

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

(a) Schedule 3B,

(b) applicable accounting standards, and

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

18. Amendment of section 292 of Principal Act

18. Section 292 of the Principal Act is amended—

(a) in subsection (1)(b), by the substitution of “required by Schedules 3, 3A, 3B, 4 and 4A” for “required by Schedules 3 and 4”,

(b) by the insertion of the following subsection after subsection (2):

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

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

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

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

and

19. Amendment of section 293 of Principal Act

19. Section 293 of the Principal Act is amended—

(a) in subsection (1), by the substitution of “Subject to subsections (1A) and (9), where at the end of its financial year” for “Where at the end of its financial year”,

(b) by the insertion of the following subsection after subsection (1):

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

(c) in subsection (3), by the substitution of “a company that is required to prepare group financial statements or has elected to prepare group financial statements” for “a company that is required to prepare group financial statements”,

(d) in subsection (6), by the substitution of “Subject to subsection (6A), after the first financial year” for “After the first financial year”,

(e) by the insertion of the following subsections after subsection (6):

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

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

(f) in subsection (8)—

(i) by the substitution of “Where Companies Act group financial statements are prepared in relation to a company in accordance with subsection (6A) or (7) as the case may be”, for “Where, following a relevant change of circumstances, Companies Act group financial statements are prepared in relation to a company”, and

(ii) by the substitution of “subsections (6), (6A) and (7)” for “subsections (6) and (7)”,

and

(g) in subsection (9), by the deletion of paragraph (a).

20. Amendment of section 294 of Principal Act

20. Section 294 of the Principal Act is amended—

(a) in subsection (3)—

(i) by the substitution, in paragraph (a), of “in the case of a holding company not qualifying for the small companies regime, the provisions of Schedule 4” for “the provisions of Schedule 4”, and

(ii) by the insertion of the following paragraph after paragraph (a):

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

(b) by the substitution, in subsection (4), of “Schedule 4 or 4A, as the case may be,” for “Schedule 4”, and

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

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

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

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

21. Amendment of section 295 of Principal Act

21. Section 295 of the Principal Act is amended—

(a) in subsection (1)(b), by the substitution of “required by Schedules 3, 3A, 4 and 4A” for “required by Schedules 3 and 4”,

(b) by the insertion of the following subsection after subsection (2):

“(2A) IFRS group financial statements shall state the following:

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

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

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

and

22. Amendment of section 299 of Principal Act

22. Section 299 of the Principal Act is amended—

(a) in subsection (2)—

(i) by the insertion of the following paragraph after paragraph (a):

“(aa) that other holding undertaking holds more than 90 per cent of the shares in the lower holding company and the remaining shareholders in, or members of, the lower holding company have approved the exemption,”,

and

(ii) in paragraph (b), by the substitution of “more than 50 per cent but not more than 90 per cent” for “more than 50 per cent”,

(b) in subsection (4)—

(i) in paragraph (b), by the substitution of the following subparagraph for subparagraph (i):

“(i) the provisions of the Accounting Directive, or”,

(ii) in paragraph (c), by the substitution of “discloses in the notes to its entity financial statements” for “discloses in its entity financial statements”, and

(iii) in paragraph (d), by the substitution of the following subparagraph for subparagraph (i):

“(i) the address of the holding undertaking’s registered office or, where the holding undertaking is incorporated outside the State, the registered office (howsoever described) of the undertaking in the country in which it is incorporated, or”,

(c) in subsection (6), by the substitution of “For the purposes of paragraphs (aa) and (b) of subsection (2)” for “For the purposes of paragraph (b) of subsection (2)”, and

(d) by the substitution of the following subsection for subsection (8):

“(8) In this section, ‘consolidated annual report’ means the report prepared by management of the group in accordance with the Accounting Directive and is equivalent to the expression ‘directors’ report’ as used in this Part.”.

23. Amendment of section 300 of Principal Act

23. Section 300 of the Principal Act is amended—

(a) in subsection (2)—

(i) by the insertion of the following paragraph after paragraph (a):

and

(ii) in paragraph (b), by the substitution of “more than 50 per cent but not more than 90 per cent” for “more than 50 per cent”,

(b) in subsection (4)—

(i) by the substitution of the following paragraph for paragraph (b):

“(b) those accounts and, where appropriate, the group’s consolidated annual report are drawn up—

(i) in accordance with the Accounting Directive,

(ii) in a manner equivalent to consolidated accounts and consolidated reports so drawn up,

(iii) in accordance with international financial reporting standards, or

(iv) in accordance with accounting standards of third countries determined as equivalent to international financial reporting standards pursuant to Commission Regulation (EC) No. 1569/2007 of 21 December 2007[^3] establishing a mechanism for the determination of equivalence of accounting standards applied by third country issuers of securities pursuant to Directives 2003/71/EC and 2004/109/EC of the European Parliament and of the Council;”,

(ii) in paragraph (d), by the substitution of “discloses in the notes to its entity financial statements” for “discloses in its entity financial statements”,

(iii) in paragraph (e), by the substitution of the following subparagraph for subparagraph (i):

“(i) the address of the holding undertaking’s registered office and, where the holding undertaking is incorporated outside the State, the registered office (howsoever described) of the undertaking in the country in which it is incorporated, or”,

(c) in subsection (6), by the substitution of “For the purposes of paragraphs (aa) and (b) of subsection (2)” for “For the purposes of paragraph (b) of subsection (2)”, and

(d) by the substitution of the following subsection for subsection (7):

“(7) In this section, ‘consolidated annual report’ means—

(a) the report prepared by management of the group in accordance with the Accounting Directive, or

(b) the report prepared by management of the group in a manner equivalent to consolidated reports referred to in subsection (4)(b) (ii),

and, in either case, is equivalent to the expression ‘directors’ report’ as used in this Part.”.

24. Amendment of section 303 of Principal Act

24. Section 303 of the Principal Act is amended, in subsection (3)(b), by the substitution of “in extremely rare cases, the information necessary” for “the information necessary”.

25. Amendment of section 304 of Principal Act

25. Section 304 of the Principal Act is amended—

(a) in subsection (1)—

(i) in paragraph (a), by the substitution of “the company is required to prepare or elects to prepare (and, accordingly, does prepare)” for “the company is required to prepare and does prepare”, and

(ii) in paragraph (b), by the substitution of “the company’s entity balance sheet shows” for “the notes to the company’s entity balance sheet show”,

and

(b) in subsection (2), by the substitution of “The entity profit and loss account together with, in the case of a company which elects to apply the small companies regime, the information specified in paragraphs 52 and 53 of Schedule 3A, and in the case of all other companies the information specified in paragraphs 59 to 63 of Schedule 3” for “The entity profit and loss account together with the information specified in paragraphs 62 to 66 of Schedule 3”.

26. Amendment of section 305 of Principal Act

26. Section 305 of the Principal Act is amended—

(a) in subsection (1), by the substitution of “Subject to subsection (14), the notes to the statutory financial statements” for “The notes to the statutory financial statements”,

(b) in subsection (2), by the substitution of “Subject to subsection (14), the notes to the statutory financial statements” for “The notes to the statutory financial statements”,

“ ‘share options’ means options over quoted shares or shares that are redeemable in cash or puttable in cash.”,

and

(d) by the insertion of the following subsection after subsection (13):

“(14) A company that qualifies for the micro companies regime shall be exempt from the requirements of this section.”.

27. Payments to third parties for services of directors

27. The Principal Act is amended by the insertion of the following section after section 305:

“305A. (1) Subject to subsection (3), the notes to the statutory financial statements of a company shall disclose, both for the current and the preceding financial year, the aggregate amount of any consideration paid to, or receivable by, third parties for making available the services of any person—

(a) as a director of the company,

(b) as director of any of its subsidiary undertakings, or

(2) The amount to be shown for the purposes of subsection (1) shall—

(a) include all relevant sums paid by or receivable from—

(i) the company,

(ii) the company’s subsidiary undertakings,

(iii) any holding undertaking of the company, and

(iv) any other person,

and

(b) distinguish between the sums respectively paid by, or receivable from, the company, the company’s subsidiary undertakings, any holding undertaking of the company and any other persons.

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

(4) For the purposes of subsection (1)—

(a) (i) the reference to 'consideration' includes benefits otherwise than in cash and the reference to 'the aggregate amount' is to the estimated monetary value of the benefits, and

(ii) the nature of any such consideration referred to in subparagraph (i) shall be disclosed,

and

(b) the reference to 'third parties' means a person other than—

(i) the director or a person connected with that director,

(ii) a body corporate controlled by that director, or

(iii) the company or any of its subsidiary undertakings.”.

28. Supplemental provisions in relation to sections 305 and 305A

28. The Principal Act is amended by the substitution of the following section for section 306:

“306. (1) The amounts to be shown for the purpose of section 305 in relation to a director shall include all amounts paid or payable to a person connected with a director within the meaning of section 220.

(2) The amounts to be shown for the purpose of section 305 for any financial year shall be the sums receivable in respect of that year, whenever paid, or, in the case of sums not receivable in respect of a period, the sums paid during that year, so, however, that where—

(a) any sums are not shown in the statutory financial statements for the relevant financial year on the ground that the person receiving them is liable to account for them as mentioned in subsection (13)(a) of section 305, but the liability is thereafter wholly or partly released or is not enforced within a period of 2 years, or

(b) any sums paid by the way of expenses allowance are chargeable to income tax after the end of the relevant financial year,

those sums shall, to the extent to which the liability is released or not enforced or they are chargeable as so mentioned, as the case may be, be shown in the first statutory financial statements in which it is practicable to show them and shall be distinguished from the amounts to be shown in those statements apart from this provision.

(3) Where it is necessary to do so for the purpose of making any distinction required by sections 305, 305A or this section in any amount to be shown for the purpose of any one of those sections, the directors may apportion any payments between the matters in respect of which they have been paid or which are receivable or have been paid or are payable to third parties in such manner as they think appropriate.

(4) If, in the case of any statutory financial statements, the requirements of section 305, 305A or this section are not complied with, it shall be the duty of the statutory auditors of the company by whom the statutory financial statements are examined to include in the report on those statements, so far as they are reasonably able to do so, a statement giving the required particulars.

(5) In sections 305 and 305A, any reference to a company’s subsidiary undertaking—

(a) in relation to a person who is or was, while a director of the company, a director also, by virtue of the company’s nomination, direct or indirect, of any other body corporate, shall, subject to paragraph (b), include that body corporate, whether or not it is or was in fact the company’s subsidiary undertaking, and

(b) shall—

(i) for the purpose of subsections (3) to (6) and (8) to (10) of section 305, be taken as referring to a subsidiary undertaking at the time the services were rendered, and, for the purpose of subsection (12) of that section, be taken as referring to a subsidiary undertaking immediately before the loss of office as director of the company, and

(ii) for the purpose of subsection (1) of section 305A, be taken as referring to a subsidiary undertaking at the time the services were rendered.

(6) In sections 305 and 305A and this section, 'director' includes any shadow director and de facto director.”.

29. Amendment of section 307 of Principal Act

29. Section 307 of the Principal Act is amended by the substitution, in subsection (3)(f), of “amounts outstanding under the arrangements waived” for “the maximum amount outstanding under the arrangements”.

30. Amendment of section 309 of Principal Act

30. Section 309 of the Principal Act is amended—

(a) in subsection (1), by the substitution of “Subject to subsection (1A) and section 310” for “Subject to section 310”, and

(b) by the insertion of the following subsection after subsection (1):

“(1A) A company that qualifies for the micro companies regime shall be exempt from the requirements of subsection (1).”.

31. Amendment of section 314 of Principal Act

31. Section 314 of the Principal Act is amended—

(a) in subsection (1), by the substitution of “Subject to subsection (2A) and the other provisions of this section, where at the end of a financial year” for “Where at the end of a financial year”,

(b) in subsection (2), by the substitution of “Subject to subsection (2A) and the other provisions of this section, the notes to the” for “The notes to the”, and

“(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.”.

32. Amendment of section 315 of Principal Act

32. Section 315 of the Principal Act is amended by the substitution of the following paragraph for paragraph (d):

“(d) in respect of an undertaking of substantial interest of a company, if the undertaking is not required to publish its balance sheet, or”.

33. Amendment of section 317 of Principal Act

33. Section 317 of the Principal Act is amended—

(a) in subsection (1), by the substitution of “Subject to subsections (7) and (7A), the following information shall” for “The following information shall”, and

(b) by the insertion of the following subsections after subsection (7):

“(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.”.

34. Amendment of section 318 of Principal Act

34. Section 318 of the Principal Act is amended—

(a) in subsection (1), by the substitution of “Subject to subsection (9), the following information shall be given” for “The following information shall be given”, and

(b) by the insertion of the following subsection after subsection (8):

“(9) A company that qualifies for the small companies regime or the micro companies regime shall be exempt from the requirements of this section.”.

35. Amendment of section 319 of Principal Act

35. Section 319 of the Principal Act is amended—

(a) in subsection (1), by the substitution of “Subject to subsection (4), the entity financial statements of a company” for “The entity financial statements of a company”,

(b) in subsection (2), by the substitution of “Subject to subsection (4), where a company” for “Where a company”, and

“(4) A company that qualifies for the small companies regime or the micro companies regime shall be exempt from the requirements of this section.”.

36. Amendment of section 320 of Principal Act

36. Section 320 of the Principal Act is amended—

(a) in subsection (1), by the substitution of “a nominee of the company or a person acting in that person’s own name but on behalf of the company” for “or a nominee of a company”,

(b) in subsection (2), by the substitution of “a nominee of the company or a person acting in that person’s own name but on behalf of the company” for “or a nominee of the company”,

(c) in subsection (3), by the substitution of “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)” for “or a nominee of the company, in its holding company (or the holding by a company or its nominee of an interest in such shares)”, and

(d) in subsection (4)—

(i) by the substitution, in paragraph (a), of “each class of such shares, at the beginning and end of the financial year together with the consideration paid for such shares,” for “each class of such shares, and”, and

(ii) by the insertion of the following paragraphs after paragraph (a):

“(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”.

37. Amendment of section 321 of Principal Act

37. Section 321 of the Principal Act is amended by the insertion of the following subsection after subsection (2):

“(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.”.

38. Amendment of section 322 of Principal Act

38. Section 322 of the Principal Act is amended—

(a) in subsection (5)—

(i) by the substitution of the following paragraph for paragraph (a):

“(a) the company qualifies for the small companies regime or the micro companies regime, or”,

and

(ii) by the substitution of the following paragraph for paragraph (b):

“(b) the company qualifies as a medium company in accordance with section 280F or 280G, or”,

and

(b) in subsection (6), by the substitution of “qualifies as a medium company in accordance with section 280F or 280G” for “is to be treated as a medium company in accordance with section 350”.

39. Amendment of section 323 of Principal Act

39. Section 323 of the Principal Act is amended—

(a) in subsection (1), by the substitution of “Subject to the provisions of this section,” for “Subject to subsection (2),”, and

(b) by the insertion of the following subsection after subsection (1):

“(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).”.

40. Amendment of section 324 of Principal Act

40. Section 324 of the Principal Act is amended—

(a) in subsection (1), by the substitution of “Subject to subsection (1A), where the directors of a company” for “Where the directors of a company”,

(b) by the insertion of the following subsection after subsection (1):

“(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).”,

“(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.”,

and

(d) by the insertion of the following subsection after subsection (10):

“(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.”.

41. Amendment of section 325 of Principal Act

41. Section 325 of the Principal Act is amended—

(a) in subsection (1), by the substitution of “Subject to subsection (1A), the directors” for “The directors”,

(b) by the insertion of the following subsection after subsection (1):

“(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”,

(d) in subsection (6), by the substitution of “subsections (1), (1A), (3) or (4)” for “subsection (1), (3) or (4)”, and

(e) in subsection (7), by the substitution of “subsections (1), (1A), (3) and (4)” for “subsections (1), (3) and (4)”.

42. Amendment of section 326 of Principal Act

42. Section 326 of the Principal Act is amended—

(a) in subsection (3), by the substitution of “Subject to subsection (3A), where material for an assessment” for “Where material for an assessment”, and

(b) by the insertion of the following subsection after subsection (3):

“(3A) A company that qualifies for the small companies regime or the micro companies regime shall be exempt from the requirements of subsection (3).”.

43. Amendment of section 327 of Principal Act

43. Section 327 of the Principal Act is amended—

(a) in subsection (1), by the substitution of “Subject to subsection (1A), the directors’ report for a financial year” for “The directors’ report for a financial year”,

(b) by the insertion of the following subsection after subsection (1):

“(1A) A company that qualifies for the small companies regime or the micro companies regime shall be exempt from the requirements of subsection (1).”,

and

“(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).”.

44. Amendment of section 328 of Principal Act

44. Section 328 of the Principal Act is amended—

(a) in paragraph (i), by the substitution of “such shares,” for “such shares, and”,

(b) in paragraph (ii), by the substitution of “if any,” for “if any.”, and

“(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.”.

45. Amendment of section 336 of Principal Act

45. Section 336 of the Principal Act is amended—

(a) in subsection (3)(a), by the substitution of “subject to subsection (3A), whether the statutory financial statements” for “whether the statutory financial statements”,

(b) by the insertion of the following subsection after subsection (3):

“(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).”,

(c) in subsection (5), by the substitution of “Subject to subsection (5B), the statutory auditors’ ” for “The statutory auditors’ ”,

(d) by the insertion of the following subsection after subsection (5A):

“(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.”,

and

(e) by the substitution of the following subsection for subsection (8):

“(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.”.

46. Amendment of section 338 of Principal Act

46. Section 338 of the Principal Act is amended—

(a) in subsection (2), by the substitution of “Subject to subsection (2A), the documents” for “The documents”, and

(b) by the insertion of the following subsection after subsection (2):

“(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.”.

47. Amendment of section 339 of Principal Act

47. Section 339 of the Principal Act is amended—

(a) in subsection (1)(b), by the insertion of “subject to subsection (1A),” before “the directors’ report”, and

(b) by the insertion of the following subsection after subsection (1):

“(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.”.

48. Amendment of section 340 of Principal Act

48. Section 340 of the Principal Act is amended, in subsection (3), by the deletion of “or 354”.

49. Amendment of section 341 of Principal Act

49. Section 341 of the Principal Act is amended—

(a) in subsection (1)(b), by the substitution of “subject to subsection (1A), the directors’ report”, for “the directors’ report”, and

(b) by the insertion of the following subsection after subsection (1):

50. Amendment of section 347 of Principal Act

50. Section 347 of the Principal Act is amended—

(a) in subsection (1)(b), by the substitution of “subject to subsection (1A), the directors’ report” for “the directors’ report”, and

(b) by the insertion of the following subsection after subsection (1):

51. Exemption from filing certain information for small and micro companies

51. The Principal Act is amended by the substitution of the following section for section 352:

“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).”.

52. Amendment of section 353 of Principal Act

52. Section 353 of the Principal Act is amended—

(a) in subsection (2)—

(i) by the deletion, in paragraph (b), of “and”,

(ii) by the substitution of the following paragraph for paragraph (c):

“(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”,

and

(iii) by the insertion of the following paragraph after paragraph (c):

“(d) the statement of changes in equity of the company.”,

and

(b) in subsection (3)—

(i) by the substitution of the following paragraph for paragraph (c):

“(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,”,

(ii) by the substitution of the following paragraph for paragraph (d):

“(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”,

and

(iii) by the insertion of the following paragraph after paragraph (d):

“(e) any information provided in accordance with subsections (4), (5) and (6) of section 291.”.

53. Amendment of section 355 of Principal Act

53. Section 355 of the Principal Act is amended—

(a) in subsection (1), by the deletion of “or 354, as appropriate,”,

(b) in subsection (3)—

(i) by the substitution of “balance sheet forming part of the abridged financial statements” for “abridged balance sheet”,

(ii) in paragraph (b), by the deletion of “or (as the case may be) as a medium company”, and

(iii) in paragraph (c), by the deletion of “or 354, as appropriate”,

(c) in subsection (4), by the substitution of “balance sheet forming part of the abridged financial statements” for “abridged balance sheet”,

(d) in subsection (5), by the substitution of “balance sheet forming part of the abridged financial statements” for “abridged balance sheet”,

(e) by the substitution of the following subsection for subsection (6):

“(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.”,

(f) in subsection (7), by the deletion of “or 354, as the case may be”, and

(g) in subsection (9), by the deletion of “or (4)”.

54. Amendment of section 356 of Principal Act

54. Section 356 of the Principal Act is amended—

(a) in subsection (2)(a), by the deletion of “or 354”,

(b) in subsection (2)(b), by the deletion of “or 354, as the case may be”, and

55. Amendment of section 357 of Principal Act

55. Section 357 of the Principal Act is amended, in subsection (1)—

(a) in paragraph (b), by the substitution of “commitments entered into by the company, including amounts shown as liabilities in the statutory financial statements” for “amounts shown as liabilities in the statutory financial statements”, and

(b) by the substitution of the following paragraph for paragraph (g):

“(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”.

56. Amendment of section 358 of Principal Act

56. Section 358 of the Principal Act is amended, in subsection (2), by the substitution of “sections 280A and 280B” for “section 350(2), (3), (5), (7), (8), (9) and (10)”.

57. Amendment of section 359 of Principal Act

57. Section 359 of the Principal Act is amended—

(a) in subsection (2), by the substitution of “group, would qualify under section 280B as a small group” for “group qualifies as a small group”, and

(b) by the deletion of subsections (3) to (12).

58. Amendment of section 360 of Principal Act

58. Section 360 of the Principal Act is amended, in subsection (1)—

(a) by the substitution of “a company or a group company” for “a company or a group”, and

(b) by the substitution—

(i) in paragraph (a), of “to the entity financial statements of the company or the group company or the group financial statements of the holding company” for “to the company or group”, and

(ii) in paragraph (b), of “the company or group company” for “the company or group” in each place that it occurs.

59. Amendment of section 362 of Principal Act

59. Section 362 of the Principal Act is amended—

(a) by the substitution of the following subsection for subsection (1):

“(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.”,

and

(b) by the substitution of the following subsection for subsection (2):

“(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.”.

60. Amendment of section 363 of Principal Act

60. Section 363 of the Principal Act is amended, in subsection (1)(b), by the insertion of “to which the statutory financial statements or (as appropriate) abridged financial statements have been annexed” after “the company’s first annual return”.

61. Amendment of section 364 of Principal Act

61. Section 364 of the Principal Act is amended—

(a) in subsection (2)(b), by the insertion of “to which the statutory financial statements or (as appropriate) abridged financial statements have been annexed” after “each of the relevant bodies”,

(b) in subsection (3), by the insertion of “to which the statutory financial statements or (as appropriate) abridged financial statements have been annexed” after “of any of the relevant bodies”, and

“(4) If the annual return referred to in paragraph (a) of subsection (2) is the first annual return of one or more, but not all, of the relevant bodies, to which the statutory financial statements or (as appropriate) abridged financial statements have been annexed, the condition referred to in paragraph (b) of that subsection is that there has been delivered to the Registrar, in compliance with section 343, the annual return of each of the relevant bodies (excluding any of them, the annual return of which is its first annual return to which the statutory financial statements or (as appropriate) abridged financial statements have been annexed) to which the particular relevant body’s statutory financial statements or (as appropriate) abridged financial statements for the preceding financial year were annexed.”.

62. Amendment of section 367 of Principal Act

62. Section 367 of the Principal Act is amended, in subsection (3), by the substitution of “paragraph 14(b) of Schedule 3, 3A or 3B, as may be appropriate,” for “paragraph 14(b) of Schedule 3”.

63. Amendment of section 377 of Principal Act

63. Section 377 of the Principal Act is amended—

(a) in subsection (1), by the deletion of “or medium”,

(b) in subsection (2)(a), by the deletion of “or (as the case may be) medium”, and

(i) in paragraph (b), by the deletion of “or 354 as appropriate”, and

(ii) by the substitution of “sections 352 and 353” for “sections 352 to 354”.

64. Amendment of section 379 of Principal Act

64. Section 379 of the Principal Act is amended—

(a) in subsection (2), by the deletion of “and 354”, and

(b) by the insertion of the following subsection after subsection (2):

“(3) Where before the repeal of section 354 by section 3(1) of the Companies (Accounting) Act 2017, a medium company referred to in section 354 has prepared and filed abridged financial statements for a financial year in accordance with that section, the company may prepare and file revised abridged financial statements in respect of that financial year as if the said section 354 had not been repealed.”.

65. Amendment of section 393 of Principal Act

65. Section 393 of the Principal Act is amended, in subsection (1), by the substitution of “there are reasonable grounds for believing that a category 1 or 2 offence may have been committed by the company or an officer or agent of it,” for “there are reasonable grounds for believing that the company or an officer or agent of it has committed a category 1 or 2 offence,”.

66. Amendment of section 412 of Principal Act

66. Section 412 of the Principal Act is amended, in subsection (6)(a), by the substitution of “the Registrar shall not be under any duty to enter in the register” for “the Registrar shall not enter in the register”.

67. Amendment of section 634 of Principal Act

67. Section 634 of the Principal Act is amended by the insertion of the following subsection after subsection (9):

“(9A) (a) As respects a person who has been authorised under paragraph 5 of the Table to section 633 to be appointed a liquidator, the Supervisory Authority may—

(i) at the time of a grant of authorisation under that paragraph 5, or

(ii) at any time during the currency of an authorisation so granted,

by notice in writing to the person, attach to the authorisation such terms and conditions as it thinks necessary or expedient, which said terms and conditions shall be specified in the notice.

(b) The Supervisory Authority may, where it thinks it necessary or expedient to do so, by notice in writing to the person concerned, amend one or more of the terms and conditions attached to an authorisation pursuant to paragraph (a).

(c) The Supervisory Authority may, at any time upon request in writing in that behalf by a person who has been authorised under paragraph 5 of the Table to section 633 to be appointed a liquidator, withdraw the person’s authorisation.”.

68. Amendment of section 865 of Principal Act

68. Section 865 of the Principal Act is amended, in subsection (2)—

(a) by the substitution, in paragraph (o), of “section 704(6);” for “section 704(6).”, and

(b) by the insertion of the following paragraphs after paragraph (o):

“(p) section 1401A(5);

(q) section 1459(2);

(r) section 1460(3).”.

69. Amendment of section 914 of Principal Act

69. Section 914 of the Principal Act is amended, in subsection (1)(b), by the substitution of “a levy under section 916” for “levies under sections 916 and 917.”.

70. Amendment of section 916 of Principal Act

70. Section 916 of the Principal Act is amended, in subsection (1), by the substitution of “specified in section 915(1)” for “specified in section 915(2)”.

71. Amendment of section 919 of Principal Act

71. Section 919 of the Principal Act is amended, in subsection (4)—

(a) in paragraph (a), by the substitution of “the amended amount, and” for “the amended amount,”, and

(b) by the deletion of paragraph (b).

72. Amendment of section 934 of Principal Act

72. Section 934 of the Principal Act is amended, in subsection (9)—

(a) by the substitution of “whose member is or has been the subject of an investigation” for “whose member has been the subject of the investigation”, and

(b) in paragraph (a), by the substitution of “the determination of the amount of costs so incurred by it” for “the determination of the amount of costs so defrayed by it”.

73. Amendment of section 943 of Principal Act

73. Section 943 of the Principal Act is amended, in subsection (1)—

(a) by the deletion of paragraph (d),

(b) in paragraph (g), by the substitution of “exempting from section 225” for “exempting from sections 225 and 917 (or either of those sections)”, and

74. Amendment of section 1002 of Principal Act

74. Section 1002 of the Principal Act is amended, in subsection (4), in the Table, by the insertion of the following:

“

Qualification of company based on size of company	Sections 280A to 280G

”.

75. Modification of definition of “ineligible entities” in case of PLCs

75. The Principal Act is amended by the insertion of the following section after section 1116:

“1116A. The definition of ‘ineligible entities’ in section 275(1) shall apply to a PLC as if—

(a) in paragraph (c), ‘undertakings,’ were substituted for ‘undertakings, or’,

(b) in paragraph (d)(ii), ‘shall be read accordingly, or’ were substituted for ‘shall be read accordingly;’, and

‘(e) are PLCs;’.”.

76. Amendment of section 1230 of Principal Act

76. Section 1230 of the Principal Act is amended, in subsection (8), in the Table—

(a) in Part 2, by the insertion of the following:

“

Qualification of company based on size of company	Sections 280A to 280G

”,

and

(b) in Part 3, by the insertion of the following:

“

Qualification of company based on size of company	Sections 280A to 280G

”.

77. Modification of definition of “ineligible entities” in case of PUCs and PULCs

77. The Principal Act is amended by the insertion of the following section after section 1267:

“1267A. The definition of 'ineligible entities' in section 275(1) shall apply to a PUC or a PULC as if—

(a) in paragraph (c), ‘undertakings,’ were substituted for ‘undertakings, or’,

(b) in paragraph (d)(ii), 'shall be read accordingly, or' were substituted for 'shall be read accordingly;', and

'(e) are PUCs and PULCs;'.”.

78. No requirement to deliver financial statements, etc. with annual return in case of certain ULCs

78. (1) The Principal Act is amended by the substitution of the following section for section 1274:

“1274. (1) Other than in the case of a designated ULC, sections 347 and 348 (which require documents to be annexed to annual returns) shall not apply to an ULC.

(2) In this section ‘designated ULC’ means—

(a) an ULC that at any time during the relevant financial year—

(i) has been a subsidiary undertaking of an undertaking which was at that time limited,

(ii) has had rights exercisable in respect of it by or on behalf of 2 or more undertakings which were at that time limited, being rights which if exercisable by one of the undertakings would have made the ULC a subsidiary undertaking of it, or

(iii) has been a holding company of an undertaking which was at that time limited,

(b) an ULC which is a credit institution or an insurance undertaking or the holding company of a credit institution or an insurance undertaking,

(i) companies limited by shares or by guarantee,

(ii) unlimited companies, each of whose members is a limited company,

(iii) partnerships which are not limited partnerships, each of whose members is a limited company,

(iv) limited partnerships, each of whose general partners (within the meaning of the Limited Partnerships Act 1907) is a limited company, or

(v) any combination of the types of bodies referred to in the preceding subparagraphs of this paragraph and paragraph (a),

(d) an ULC, the direct or indirect members of which comprise any combination of ULCs and bodies referred to in paragraph (c) such that the ultimate beneficial owners enjoy the protection of limited liability.

(3) References in subsection (2) to a limited company, an unlimited company, a partnership or a limited partnership shall include references to a body which is not governed by the law of the State but which is comparable to such a limited company, an unlimited company, a partnership or a limited partnership, as may be appropriate.

(4) References in subsection (2)(a) to an undertaking being limited at a particular time are references to an undertaking (under whatever law established), the liability of whose members at that time is limited.

(5) In this section—

‘general partner’ has the same meaning as it has in the Limited Partnerships Act 1907;

‘limited partnership’ means a partnership to which the Limited Partnerships Act 1907 applies;

‘partnership’ has the same meaning as it has in the Partnership Act 1890.”.

(2) Subsection (1), in so far as it relates to subsection (2)(a)(iii) of section 1274 of the Principal Act, shall come into operation on 1 January 2022 for any financial year which commences on or after that date.

79. Non application of Part 26 to certain ULCs

79. The Principal Act is amended by the insertion of the following section after section 1274:

“1274A. Other than in the case of a designated ULC (within the meaning of section 1274), Part 26 shall not apply to an ULC.”.

80. Amendment of section 1300 of Principal Act

80. Section 1300 of the Principal Act is amended, in subsection (1)—

(a) by the substitution of the following definition for the definition of “EEA company”:

“ ‘EEA company’ means—

(a) a body corporate—

(i) which is incorporated in a state (other than the State) that is an EEA state, and

(ii) whose members’ liability in respect of such body corporate is limited,

(b) an undertaking—

(i) which is formed or incorporated in a state (other than the State) that is an EEA state,

(ii) whose members’ liability in respect of such undertaking is unlimited, and

(iii) which is a subsidiary undertaking of a body corporate whose members’ liability in respect of such body corporate is limited;”,

and

(b) by the substitution of the following definition for the definition of “non-EEA company”:

“ ‘non-EEA company’ means—

(a) a body corporate—

(i) which is incorporated in a state that is not an EEA state, and

(ii) whose members’ liability in respect of such body corporate is limited,

(b) an undertaking—

(i) which is formed or incorporated in a state that is not an EEA state,

(ii) whose members’ liability in respect of such undertaking is unlimited, and

(iii) which is a subsidiary undertaking of a body corporate whose members’ liability in respect of such body corporate is limited.”.

81. Amendment of section 1305 of Principal Act

81. Section 1305 of the Principal Act is amended, in subsection (3)(a)(i), by the substitution of “the Accounting Directive (within the meaning of Part 6)” for “Council Directive 78/660/EEC and, where appropriate, Council Directive 83/349/EEC”.

82. Amendment of section 1373 of Principal Act

82. Section 1373 of the Principal Act is amended by the substitution of the following subsection for subsection (7):

“(7) Where a company prepares a corporate governance statement, the statutory auditors of the company shall, in their report under section 391 in respect of the company—

(a) provide an opinion, based on the work undertaken in the course of the audit, as to whether—

(i) the information given pursuant to subsection (2)(c) and (d) is consistent with the company’s statutory financial statements in respect of the financial year concerned, and

(ii) such information has been prepared in accordance with this section,

(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 information given pursuant to subsection (2)(c) and (d) and, where they have so identified, give an indication of the nature of such misstatements, and

(c) state whether in their opinion, based on the work undertaken in the course of the audit, the information required pursuant to subsection (2)(a), (b), (e) and (f) is contained in the corporate governance statement.”.

83. Application of section 393 to a company to which Part 23 applies

83. The Principal Act is amended by the insertion of the following Chapter after Chapter 4:

“CHAPTER 5

Application of section 393 to a company to which Part 23 applies

Application of section 393 to a company to which Part 23 applies

1384A. (1) Section 393 shall apply to a company to which this Part applies, as if—

(a) in subsection (1), the following were substituted for “there are reasonable grounds for believing that a category 1 or 2 offence may have been committed by the company or an officer or agent of it,”:

”there are reasonable grounds for believing that a category 1 or 2 offence, a serious Market Abuse offence, a Prospectus offence or a serious Transparency offence may have been committed by the company or an officer or agent of it,”, and

(b) the following subsection were inserted after subsection (6):

“(7) In this section—

‘serious Market Abuse offence’ means an offence referred to in section 1368;

‘serious Prospectus offence’ means an offence referred to in section 1356;

‘serious Transparency offence’ means an offence referred to in section 1382.”.

84. Amendment of section 1376 of Principal Act

84. Section 1376 of the Principal Act is amended, in subsection (3), by the substitution of “Section 362” for “Without prejudice to its adaptation by sections 994(2) and 1218(3), section 362”.

85. Modification of definition of “ineligible entities” in case of investment companies

85. The Principal Act is amended by the insertion of the following section after section 1400:

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