Books of Accounts
Companies Act
Obligation to keep adequate accounting records
281. A company shall keep or cause to be kept adequate accounting records.
Basic requirements for accounting records
282. (1) For the purposes of this Part, adequate accounting records are those that are sufficient to—
(a) correctly record and explain the transactions of the company,
(b) enable, at any time, the assets, liabilities, financial position and profit or loss of the company to be determined with reasonable accuracy,
(c) enable the directors to ensure that any financial statements of the company, required to be prepared under section 290 or 293 , and any directors’ report required to be prepared under section 325 , comply with the requirements of this Act and, where applicable, Article 4 of the IAS Regulation, and
(d) enable those financial statements of the company so prepared to be audited.
(2) The accounting records shall be kept on a continuous and consistent basis, which is to say, the entries in them shall be made in a timely manner and be consistent from one period to the next; if those records are not kept by making entries in a bound book but by some other means, adequate precautions shall be taken for guarding against falsification and facilitating discovery of such falsification, should it occur.
(3) Without prejudice to the generality of subsections (1) and (2), accounting records kept pursuant to section 281 shall contain—
(a) entries from day to day of all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place,
(b) a record of the assets and liabilities of the company,
(c) if the company’s business involves dealing in goods—
(i) a record of all transactions whereby goods are purchased and whereby goods are sold, showing the goods and the sellers and buyers (except buyers of goods in ordinary retail trade) in sufficient detail to enable the goods and the sellers and buyers to be identified and a record of all the invoices relating to such purchases and sales,
(ii) statements of stock held by the company at the end of each financial year and all records of stocktakings from which any such statement of stock has been, or is to be, prepared,
and
(d) if the company’s business involves the provision or purchase of services, a record of all transactions whereby services are provided and whereby services are purchased, to whom they were provided or from whom they were purchased (unless provided or purchased by way of ordinary retail trade) and of all the invoices relating thereto.
(4) For the purposes of subsections (1) to (3), adequate accounting records shall be deemed to have been maintained if they comply with those subsections and explain the company’s transactions and facilitate the preparation of financial statements that give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and, if relevant, the group and include any information and returns referred to in section 283 (2).
(5) The adequate accounting records required by section 281 to be kept, including the information and returns referred to in this Chapter, shall be kept either—
(a) in written form in an official language of the State, or
(b) so as to enable the accounting records, including the information and returns, to be readily accessible and readily convertible into written form in an official language of the State.
(6) Subject to subsection (7), any computer (the “server computer”) that provides services to another computer, being services the provision of which to the latter is necessary so that the accounting records, and the other foregoing information and returns, stored in the latter can be accessed at all times, shall be kept in a place in the State.
(7) In any case where the accounting records are kept outside the State as mentioned in section 283 (2)—
(a) save to the extent that the Minister by regulations provides otherwise, subsection (6) shall not apply,
(b) the Minister may by regulations impose requirements on the companies so keeping their accounting records (and which companies are not subject to subsection (6) by virtue of regulations under paragraph (a)) for the purpose of securing the effective access, in accordance with this Act, at all times to the accounting records stored in the computers concerned.
(8) A holding company which has a subsidiary undertaking in relation to which the preceding requirements of this section or similar such requirements do not apply shall take the following steps.
(9) Those steps are all reasonable steps to secure that the subsidiary undertaking keeps such adequate accounting records as will enable the directors of the holding company to ensure that any group financial statements required to be prepared under this Part comply with the requirements of this Part and, where applicable, Article 4 of the IAS Regulation.
Where accounting records are to be kept
283. (1) Subject to subsection (2), a company’s accounting records shall be kept at its registered office or at such other place as the directors think fit.
(2) If accounting records are kept at a place outside the State, there shall be sent to and kept at a place in the State such information and returns relating to the business dealt with in the accounting records so kept as will—
(a) disclose with reasonable accuracy the assets, liabilities, financial position and profit or loss of that business at intervals not exceeding 6 months, and
(b) enable to be prepared in accordance with this Part (and, where applicable, Article 4 of the IAS Regulation) the company’s statutory financial statements required by section 290 or 293 and the directors’ report required by section 325 .
Access to accounting records
284. (1) A company shall make its accounting records, and any information and returns referred to in section 283 (2), available in an official language of the State at all reasonable times for inspection without charge by the officers of the company and by other persons entitled pursuant to this Act to inspect the accounting records of the company.
(2) Where accounting records or any information and returns referred to in section 283 (2) are kept in the manner referred to in section 282 (5)(b) the obligation under subsection (1) shall be read as including a requirement the company secure that the records or information are converted, without charge, into written form in an official language of the State if the person making the request so requests.
(3) No member (not being a director) shall have any right of inspecting any financial statement or accounting record of the company except—
(a) as conferred by statute or by the company’s constitution, or
(b) authorised by the directors under subsection (4) or by the company in general meeting.
(4) The directors of a company shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the financial statements and accounting records of the company or any of them shall be open to the inspection of its members, not being directors of the company.
Retention of accounting records
285. An accounting record required to be kept by section 281 or information or a return referred to in section 283 (2) shall be preserved by the company concerned for a period of at least 6 years after the end of the financial year containing the latest date to which the record, information or return relates.
Accounting records: offences
286. (1) A company that contravenes section 281 , 282 , 283 , 284 or 285 shall be guilty of—
(a) subject to paragraph (b), a category 2 offence, or
(b) if the contravention falls within a case to which subsection (3), (4) or (5) relates, a category 1 offence.
(2) A director of a company who fails to take all reasonable steps to secure compliance by the company with the requirements of any of sections 281 to 285 , or has by his or her own intentional act been the cause of any default by the company under any of them, shall be guilty of—
(a) subject to paragraph (b), a category 2 offence, or
(b) if the contravention falls within a case to which subsection (3), (4) or (5) relates, a category 1 offence.
(3) This subsection relates to a case in which both of the following circumstances apply—
(a) the contravention arose in relation to a company that is subsequently wound up and that company is unable to pay its debts, and
(b) the contravention has—
(i) contributed to the company’s inability to pay all of its debts, or
(ii) resulted in substantial uncertainty as to the assets and liabilities of the company, or
(iii) substantially impeded the orderly winding up of the company.
(4) This subsection relates to a case in which the contravention persisted during a continuous period of 3 years or more.
(5) This subsection relates to a case in which the contravention involved the failure to correctly record and explain one or more transactions of a company the value or aggregate value of which transaction or transactions exceeded €1 million or 10 per cent of the net assets of the company, whichever is the greater.
(6) Subject to subsection (7), the reference in subsection (5) to the net assets of the company is a reference to net assets, as defined in section 275 (1), of the company and for this purpose the amount of its net assets shall be ascertained by reference to the entity financial statements prepared under section 290 and laid in accordance with section 341 in respect of the last preceding financial year in respect of which such entity financial statements were so laid.
(7) Where no entity financial statements of the company have been prepared and laid under the foregoing sections before that time, the reference in subsection (5) to the net assets of the company shall be taken to be a reference to the amount of its called-up share capital at the time of the contravention.
(8) In any proceedings against a person in respect of an offence under subsection (2) consisting of a failure to take reasonable steps to secure compliance by a company with the requirements of any of sections 281 to 285 , it shall be a defence to prove both of the following:
(a) that the defendant had reasonable grounds for believing and did believe that a competent and reliable person was—
(i) charged with the duty of undertaking that those requirements were complied with, and
(ii) in a position to discharge that duty,
and
(b) that the discharge of that duty by such competent and reliable person was monitored by the defendant, by means of reasonable methods properly used.
Personal liability of officers of company where adequate accounting records not kept
609. (1) Subject to subsection (2), if—
(a) a company that is being wound up and that is unable to pay all of its debts has contravened any of sections 281 to 285 , and
(b) the court considers that such contravention has—
(i) contributed to the company’s inability to pay all of its debts, or
(ii) resulted in substantial uncertainty as to the assets and liabilities of the company, or
(iii) substantially impeded the orderly winding up of the company,
the court, on the application of the liquidator or any creditor or contributory of the company, has the following power.
(2) That power of the court is to declare, if it thinks it proper to do so, that any one or more of the officers and former officers of the company who, with respect to the contravention, is or are in default shall be personally liable, without any limitation of liability, for all, or such part as may be specified by the court, of the debts and other liabilities of the company.
(3) On the hearing of an application under this section, the person bringing the application may himself or herself give evidence or call witnesses.
(4) Where the court makes a declaration under this section, it may give such directions as it thinks proper for the purpose of giving effect to the declaration.
(5) In particular, and without limiting subsection (4), the order providing for a declaration under this section, or a supplemental order, may include provision for making the liability of any person under the declaration (the “respondent”) a charge on—
(a) any debt or obligation due from the company to the respondent, or
(b) any mortgage or charge, or any interest in any mortgage or charge, on any assets of the company held by or vested in—
(i) the respondent or any company or other person on the respondent’s behalf, or
(ii) any person claiming as assignee from or through the respondent or any company or other person acting on behalf of the first-mentioned person in this subparagraph.
(6) The court may from time to time make such further order as may be necessary for the purpose of enforcing any charge imposed under subsection (5).
(7) In subsection (5)(b)(ii) “assignee” includes any person to whom or in whose favour, by the directions of the person liable under the declaration, the debt, obligation, mortgage or charge was created, issued or transferred or the interest created; however the expression does not include an assignee for valuable consideration (not including consideration by way of marriage) given in good faith and without notice of any of the matters on the ground of which the declaration is made.
(8) The court shall not make a declaration under this section in respect of a person if it considers that—
(a) the person took all reasonable steps to secure compliance by the company with sections 281 to 285 , or
(b) the person had reasonable grounds for believing and did believe that a competent and reliable person, acting under the supervision or control of a director of the company who has been formally allocated such responsibility, was—
(i) charged with the duty of ensuring that those sections were complied with, and
(ii) in a position to discharge that duty.
(9) This section shall have effect notwithstanding that the person concerned may be criminally liable in respect of the matters on the ground of which the declaration is to be made.
(10) In this section “officer”, in relation to a company, includes a person who has been convicted of an offence under section 389 , 392, 393, 406 or 876 concerning accounting records of the company or, as the case may be, a statement made to statutory auditors concerning such records.
The text in italics on this page is sourced from the Irish Statute Book and is re-published under the Licence for Re-Use of Public Sector Information made pursuant to Directive 2003/98/EC Directive 2013/37/EU of the European Parliament and of the Council on the re-use of public sector information transposed into Irish law by the European Communities (Re-Use of Public Sector Information) Regulations 2005 to 2015.