COMPANIES (STATUTORY AUDITS) ACT 2018

52. Amendment of Schedule 5 to Principal Act

52. Schedule 5 to the Principal Act is amended by the substitution of the following paragraph for paragraph 5:

“5. A company or undertaking engaged in the business of accepting deposits or other repayable funds from the public and granting credit for its own account.”.

53. Amendment of Principal Act - insertion of Schedules

53. The Principal Act is amended—

• (a) by the insertion of the text set out in Schedule 1 as Schedule 19 to that Act, and

• (b) by the insertion of the text set out in Schedule 2 as Schedule 20 to that Act.

PART 3 Consequential Amendments

54. Definitions (Part 3)

54. In this Part—

“Act of 1893” means the Industrial and Provident Societies Act 1893;

“Act of 1896” means the Friendly Societies Act 1896.

55. Amendment of section 13 of Act of 1893

55. Section 13 of the Act of 1893 is amended—

• (a) in subsection (1), by the substitution of “statutory auditors” for “public auditors”, and

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

• “(3) None of the following persons shall be qualified to act as a statutory auditor of a society registered under this Act:

  • (a) an officer or servant of the society;

  • (b) a person who has been an officer or servant of the society within a period in respect of which accounts would fall to be audited by the person if he or she were appointed auditor of the society;

  • (c) a parent, spouse, civil partner, brother, sister or child of an officer of the society;

  • (d) a person who is a partner of or in the employment of an officer of the society;

  • (e) a person who is disqualified under this subsection for appointment as a statutory auditor of any other society that is a subsidiary or holding undertaking of the society or a subsidiary of the society’s holding undertaking;

  • (f) a person who is disqualified under section 1535 of the Companies Act 2014 for appointment as a statutory auditor of an undertaking that is a subsidiary or holding undertaking of the society.

• (4) A person shall not act as a statutory auditor at a time when he or she is disqualified under subsection (3).

• (5) If, during the person’s term of office as a statutory auditor, a person becomes disqualified under this section to act as a statutory auditor, the person shall thereupon vacate his or her office and give notice in writing to the society that he or she has vacated his or her office by reason of such disqualification.

• (6) A person who contravenes subsection (4) or (5) shall be guilty of an offence under this Act.

• (7) References in this section to an officer or servant do not include references to a statutory auditor.”.

56. Amendment of section 14 of Act of 1893

56. Section 14 of the Act of 1893 is amended, in subsection (2)—

• (a) in paragraph (a), by the substitution of “statutory auditor” for “auditor or auditors”,

• (b) by the substitution of the following paragraph for paragraph (d):

• “(d) shall state whether the audit has been conducted by a statutory auditor and by whom.”,

and

• (c) by the substitution of “report of the statutory auditor” for “report of the auditors”.

57. Amendment of section 16 of Act of 1893

57. Section 16 of the Act of 1893 is amended by the substitution of “statutory auditor” for “auditors”.

58. Penalties for certain offences

58. The Act of 1893 is amended by the substitution of the following section for section 68:

“68. (1) Every society, officer or member of a society, or other person, guilty of an offence under this Act for which no penalty is expressly provided herein, shall be liable to a class A fine.

• (2) A person guilty of an offence under section 13 shall be liable—

  • (a) on summary conviction, to a class A fine or imprisonment for a term not exceeding 12 months, or both, or

  • (b) on conviction on indictment, to a fine not exceeding €50,000 or imprisonment for a term not exceeding 5 years, or both.”.

59. Amendment of section 75 of Act of 1893

59. Section 75 of the Act of 1893 is amended by the substitution of “statutory auditor” for “public auditor”.

60. Amendment of section 79 of Act of 1893

60. Section 79 of the Act of 1893 is amended by the insertion of the following definition:

“ ‘Statutory auditor’ shall have the same meaning as it has in section 2 of the Companies Act 2014;”.

61. Amendment of Schedule II to Act of 1893

61. Schedule II to the Act of 1893 is amended, in paragraph 8, by the substitution of “a statutory auditor” for “auditors or a public auditor”.

62. Amendment of section 26 of Act of 1896

62. Section 26 of the Act of 1896 is amended—

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

• “(1) Every registered society and branch shall once in every year submit its accounts for audit to a statutory auditor.”,

and

• (b) by the insertion of the following subsections:

• “(3) None of the following persons shall be qualified to act as a statutory auditor of a society registered under this Act:

  • (a) an officer or servant of the society;

  • (b) a person who has been an officer or servant of the society within a period in respect of which accounts would fall to be audited by the person if he or she were appointed auditor of the society;

  • (c) a parent, spouse, civil partner, brother, sister or child of an officer of the society;

  • (d) a person who is a partner of or in the employment of an officer of the society;

  • (e) a person who is disqualified under this subsection for appointment as a statutory auditor of any other society that is a subsidiary or holding undertaking of the society or a subsidiary of the society’s holding undertaking;

  • (f) a person who is disqualified under section 1535 of the Companies Act 2014 for appointment as a statutory auditor of an undertaking that is a subsidiary or holding undertaking of the society.

• (4) A person shall not act as a statutory auditor at a time when he or she is disqualified under subsection (3).

• (5) If, during the person’s term of office as a statutory auditor, a person becomes disqualified under this section to act as a statutory auditor, the person shall thereupon vacate his or her office and give notice in writing to the society that he or she has vacated his or her office by reason of such disqualification.

• (6) References in this section to an officer or servant do not include references to a statutory auditor.”.

63. Amendment of section 27 of Act of 1896

63. Section 27 of the Act of 1896 is amended, in subsection (2), by the substitution of the following paragraph for paragraph (c):

• “(c) state whether the audit has been conducted by a statutory auditor and by whom.”.

64. Amendment of section 80 of Act of 1896

64. Section 80 of the Act of 1896 is amended, in subsection (1), by the substitution of “any other person” for “public auditor”.

65. Offence to contravene section 26(4) or (5)

65. The Act of 1896 is amended by the insertion of the following section after section 84:

“84A. (1) It shall be an offence under this Act if a person contravenes section 26(4) or (5).

• (2) A person guilty of an offence under subsection (1) shall be liable—

  • (a) on summary conviction, to a class A fine or imprisonment for a term not exceeding 12 months, or both, or

  • (b) on conviction on indictment, to a fine not exceeding €50,000 or imprisonment for a term not exceeding 5 years, or both.”.

66. Amendment of section 100 of Act of 1896

66. Section 100 of the Act of 1896 is amended by the substitution of “statutory auditor” for “public auditor”.

67. Amendment of section 106 of Act of 1896

67. Section 106 of the Act of 1896 is amended by the insertion of the following definition:

“The expression ‘statutory auditor’ shall have the same meaning as it has in section 2 of the Companies Act 2014.”.

68. *Amendment of section 2 of Industrial and Provident Societies (Amendment) Act 1913*

68. The Industrial and Provident Societies (Amendment) Act 1913 is amended by the substitution of the following section for section 2:

“2. Every registered society shall once a year submit its accounts for audit to a statutory auditor.”.

69. *Amendment of section 10B of Ministerial and Parliamentary Offices Act 1938*

69. Section 10B of the Ministerial and Parliamentary Offices Act 1938 is amended—

• (a) in subsection (6), by the substitution of “statutory auditor (within the meaning of section 2 of the Companies Act 2014)” for “public auditor”, and

• (b) by the deletion of subsection (8).

70. Amendment of section 8 of Seanad Electoral (Panel Members) Act 1947

70. Section 8 of the Seanad Electoral (Panel Members) Act 1947 is amended, in subsection (2)(d)(I)(iii), by the substitution of “statutory auditor (within the meaning of section 2 of the Companies Act 2014)” for “public auditor”.

71. Amendment of section 25C of Electoral Act 1992

71. Section 25C of the Electoral Act 1992 is amended, in subsection (5)—

• (a) in paragraph (c)(ii), by the substitution of “statutory auditor (within the meaning of section 2 of the Companies Act 2014)” for “public auditor”, and

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

72. Amendment of section 114 of Credit Union Act 1997

72. Section 114 of the Credit Union Act 1997 is amended by the substitution of the following subsection for subsection (1):

• “(1) A person shall not be qualified for election as auditor of a credit union unless the person is a statutory auditor within the meaning of section 2 of the Companies Act 2014.”.

73. Amendment of Electoral Act 1997

73. The Electoral Act 1997 is amended—

• (a) in section 20—

• (i) in subsection (2), by the substitution of “statutory auditor (within the meaning of section 2 of the Companies Act 2014)” for “public auditor”, and

• (ii) by the deletion of subsection (4),

and

• (b) in section 86—

• (i) in subsections (1) and (4), by the substitution of “statutory auditor” for “public auditor” in each place that it occurs, and

• (ii) by the substitution of the following subsection for subsection (6):

• “(6) In this section, ‘statutory auditor’ has the meaning assigned to it by section 2 of the Companies Act 2014.”.

74. Amendment of Irish Collective Asset-management Vehicles Act 2015

74. The Irish Collective Asset-management Vehicles Act 2015 is amended—

• (a) in section 2, by the deletion of the definition of “Audits Regulations”,

• (b) in section 123, by the substitution of the following subsection for subsection (1):

• “(1) No person other than—

  • (a) a statutory auditor or audit firm approved in accordance with Part 27 of the Companies Act 2014, or

  • (b) an audit firm registered in accordance with section 1465 of the Companies Act 2014,

  shall be eligible for appointment as an auditor of an ICAV.”,

• (c) in section 131, by the substitution of “section 1544 of the Companies Act 2014” for “Regulation 101 of the Audits Regulations”, and

• (d) in section 139, by the substitution of “Chapter 11 of Part 27 of the Companies Act 2014” for “Chapter 3 of Part 4 of the Audits Regulations”.

75. Amendment of European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011

75. The European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 (S.I. No. 352 of 2011) are amended—

• (a) by the insertion of the following Regulation after Regulation 6 but in Part 2:

“Disapplication of sections 1099 to 1110 of Companies Act 2014 to UCITS

6A. For the avoidance of doubt, it is hereby declared that sections 1099 to 1110 of the Companies Act 2014 do not apply to UCITS.”,

and

• (b) in Regulation 42A, in paragraph (5), in the substituted subsection for subsection (1) of section 376 of the Companies Act 2014, by the substitution of “section 366” for “section 367”.

SCHEDULE 1

“SCHEDULE 19

Section 1472

Standards Relating to Training and Qualifications for Approval of Individual as Statutory Auditor

1. An individual shall have attained university entrance or equivalent level and then—

2. (a) completed a course of theoretical instruction,

3. (b) undergone practical training, and

4. (c) passed an examination of professional competence which is of at least the standard required in the State for university final or equivalent examination level.

5. (1) The examination of professional competence referred to in paragraph 1 shall be such as guarantees the necessary level of theoretical knowledge of subjects relevant to statutory audit and the ability to apply such knowledge in practice. Part at least of that examination shall be in writing.

6. (2) The test of theoretical knowledge included in the examination shall include the following subjects in particular:

   • (a) general accounting theory and principles;

   • (b) legal requirements and standards relating to the preparation of entity and group financial statements;

   • (c) international accounting standards;

   • (d) financial analysis;

   • (e) cost and management accounting;

   • (f) risk management and internal control;

   • (g) auditing and professional skills;

   • (h) legal requirements and professional standards relating to statutory audit and statutory auditors;

   • (i) international auditing standards as referred to in section 1526;

   • (j) professional ethics and independence.

   • The examination shall also include at least the following subjects in so far as they are relevant to auditing:

   • (a) company law and corporate governance;

   • (b) the law of insolvency and similar procedures;

   • (c) tax law;

   • (d) civil and commercial law;

   • (e) social security law and employment law;

   • (f) information technology and computer systems;

   • (g) business, general and financial economics;

   • (h) mathematics and statistics;

   • (i) basic principles of the financial management of undertakings.

   • (1) In order to ensure the ability to apply theoretical knowledge in practice, a test of which is included in the examination, a trainee shall complete a minimum of 3 years practical training in, amongst others, the auditing of entity financial statements, group financial statements or similar financial statements. A substantial part of such practical training shall be in statutory audit work and at least two thirds of such practical training shall be completed with a statutory auditor or an audit firm approved in any Member State.

7. (2) All such training shall be carried out with persons who a recognised accountancy body is satisfied possess, to an adequate standard, the ability to provide practical training.”.

SCHEDULE 2

“SCHEDULE 20

Section 1484

Information required, by Chapter 5 of Part 27, to be Supplied and Entered in Public Register

Statutory auditors

1. In relation to a statutory auditor, the public register shall contain at least the following information:

2. (a) the name and address of the auditor;

3. (b) the number under which the auditor is entered in that register;

4. (c) if applicable—

   • (i) the name and address and the website address (if any) of the statutory audit firm by which the auditor is employed, or with whom he or she is associated as a partner or otherwise, and

   • (ii) the number under which that statutory audit firm is entered in that register;

5. (d) the name and address of the recognised accountancy body responsible for the regulation of the auditor;

6. (e) if he or she is so registered with one or more recognised accountancy bodies, counterpart authorities or third-country competent authorities—

   • (i) particulars of his or her registration—

     • (I) as a statutory auditor, with each recognised accountancy body or counterpart authority and the name of each such body or authority, and

     • (II) as an auditor, with each third-country competent authority and the name of such authority,

     and

   • (ii) the number under which he or she is registered with each such body or authority;

7. (f) without prejudice to subparagraph (e), with regard to the auditor’s status (if such be the case) as a Member State statutory auditor, the name and address of each counterpart authority responsible, in relation to him or her, for—

   • (i) approval as referred to in Article 3 of the Audit Directive,

   • (ii) quality assurance as referred to in Article 29 of the Audit Directive and Article 26 of Regulation (EU) No 537/2014,

   • (iii) investigations and sanctions as referred to in Chapter VII of the Audit Directive and Articles 23 and 24 of Regulation (EU) No 537/2014,

   • (iv) public oversight as referred to in Article 32 of the Audit Directive, and

   • (v) performing the functions provided for in Regulation (EU) No 537/2014 and for ensuring the provisions of that Regulation are applied as referred to in Article 20 of that Regulation.

   Statutory audit firms and audit firms approved in another Member State

   1. In relation to a statutory audit firm, the public register shall contain at least the following information:

8. (a) the name and address of the audit firm;

9. (b) the number under which the audit firm is entered in that register;

10. (c) the legal form of the audit firm;

11. (d) the primary contact person in the audit firm and contact details;

12. (e) the address of each office in the State of the audit firm and the website address (if any) of the audit firm;

13. (f) the name of every individual employed by or associated as partner or otherwise with the audit firm who is approved as a statutory auditor under Part 27;

14. (g) the number under which that individual is entered in the register;

15. (h) the name and address of the recognised accountancy body responsible for the regulation of the audit firm in the State;

16. (i) the names and addresses of the owners of, or as appropriate, shareholders in, the audit firm;

17. (j) the names and addresses of the directors, or other members of, as appropriate—

    • (i) the board of directors,

    • (ii) the board of management, or

    • (iii) other administrative or management body,

    of the audit firm (but where the audit firm comprises a partnership with no management structure, the provision of the address of each individual named, under subparagraph (f), as partner suffices);

18. (k) if applicable, the fact of the audit firm’s membership of a network and either—

    • (i) a list of the names and addresses of member firms and affiliates of the network, or

    • (ii) an indication of where such information is publicly available;

19. (l) if the audit firm is so registered with one or more counterpart authorities or third-country competent authorities—

    • (i) particulars of the firm’s registration—

      • (I) as a statutory audit firm, with each counterpart authority and the name of the authority,

      • (II) as an audit firm, with such third-country competent authority and the name of such authority, and

      • (III) as an audit firm approved in another Member State, who has registered in accordance with Article 3a of the Audit Directive,

      and

    • (ii) the number under which the firm is registered with each such authority;

20. (m) without prejudice to subparagraph (l), with regard to the audit firm’s status (if such be the case) as a Member State statutory audit firm, the name and address of each counterpart authority responsible, in relation to it, for—

    • (i) approval as referred to in Article 3 of the Audit Directive,

    • (ii) where the audit firm is registered in the public register of another Member State pursuant to Article 3a of the Audit Directive and the State is its home Member State—

      • (I) the fact that the firm is so registered, and

      • (II) the name of the host Member State and the counterpart authority in the host Member State,

    • (iii) quality assurance as referred to in Article 29 of the Audit Directive and Article 26 of Regulation (EU) No 537/2014,

    • (iv) investigations and sanctions as referred to in Chapter VII of the Audit Directive and Articles 23 and 24 of Regulation (EU) No 537/2014,

    • (v) public oversight as referred to in Article 32 of the Audit Directive, and

    • (vi) performing the functions provided for in Regulation (EU) No 537/2014 and for ensuring the provisions of that Regulation are applied as referred to in Article 20 of that Regulation;

21. (n) where the audit firm is registered in the public register pursuant to Article 3a(3) of the Audit Directive with the State as its host Member State—

    • (i) the fact that the firm is so registered, and

    • (ii) the name of the home Member State and the counterpart authority in the home Member State.

    Third-country auditors and third-country audit entities

    1. (1) In relation to the case provided by section 1573 of the registration of a third-country auditor or third-country audit entity, the public register shall contain at least the information specified in the provisions of paragraph 1 or, as the case may be, 2 (as, in either case, those provisions are applied by subparagraph (2)).

22. (2) The provisions of paragraph 1 or 2, as the case may be, apply for the purposes of this paragraph save so much of them as are inapplicable in the case of a third-country auditor or third-country audit entity, as appropriate.

23. (3) Third-country auditors or third-country audit entities so registered shall be clearly indicated in the register as such and not as statutory auditors or audit firms.

Individual identification number and storage of information in electronic form

1. (1) There shall be assigned an individual identification number to each individual, firm and entity that is being entered in the public register, being—

   • (a) in a case where the information entered in respect of the individual or firm is that provided under section 1485, the number notified under subsection (2)(b)(i) of that section to the Registrar,

   • (b) in any other case, such individual identification number as, subject to subparagraph (2), is determined and allocated by the Registrar,

   and references in paragraphs 1 and 2 to the number under which any of the foregoing persons is entered in the register shall be read as references to that identification number.

2. (2) Instead of its allocating a number for the purposes of subparagraph (1)(b) that has been determined by it, the Registrar may—

   • (a) in specifying under any provision of Part 27 the form in which information is to be notified to it for registration (and the provision concerned of that Part does not itself provide for the notification of such a number), include in that specification a requirement that the form, as completed, includes an identification number allocated to the subject of the notification by the notifier of the information, and

   • (b) if the number so provided in that form is satisfactory for the purpose of distinguishing the subject from other registrants, allocate, for the purposes of subparagraph (1)(b), that number so provided.

3. (3) The information contained in that register shall be stored in electronic form and be capable of being accessed by members of the public by electronic means.

Definition

1. In this Schedule, ‘address’, in relation to an individual, firm or entity, means the individual’s, firm’s or entity’s usual business address.”.

Footnotes