Group Accounting
Companies Act
Statutory financial statements to give true and fair view
289. (1) The directors of a company shall not approve financial statements for the purposes of this Part unless they are satisfied that they give a true and fair view of the assets, liabilities and financial position, as at the end of the financial year, and profit or loss, for the financial year—
(a) in the case of the company’s entity financial statements, of the company alone (as distinct from the company and its subsidiary undertakings, if any, taken as a whole),
(b) in the case of the company’s group financial statements, of the company and all the subsidiary undertakings included in the consolidation taken as a whole, so far as concerns the members of the company.
(2) The statutory auditors of a company, in performing their functions under this Act in relation to the company’s statutory financial statements, shall have regard to the directors’ duty under subsection (1).
Obligation to prepare entity financial statements under relevant financial reporting framework
290. (1) The directors of a company shall prepare entity financial statements for the company in respect of each financial year of it.
(2) The entity financial statements prepared under this section shall be the statutory financial statements of a company that does not prepare group financial statements under section 293 .
(3) Subject to subsections (5) to (8) and section 296 , a company’s entity financial statements shall be prepared either (as the company elects) in accordance with—
(a) section 291 , or
(b) international financial reporting standards and section 292 .
(4) Entity financial statements prepared in accordance with—
(a) section 291 shall be known, and are in this Act referred to, as “Companies Act entity financial statements” — and this also applies in any ensuing case where preparation of such statements in accordance with that section is obligatory, or
(b) international financial reporting standards and section 292 shall be known, and are in this Act referred to, as “IFRS entity financial statements” — and this also applies in any ensuing case where preparation of such statements in accordance with those standards and that section is obligatory.
(5) In respect of a company not trading for the acquisition of gain by its members, entity financial statements shall be prepared in accordance with section 291 .
(6) After the first financial year in which the directors of a company prepare IFRS entity financial statements (in this section referred to as the “first IFRS year”), all subsequent entity financial statements of the company shall be prepared in accordance with international financial reporting standards and section 292 unless there is a relevant change of circumstances as referred to in subsection (7).
(7) There is a relevant change of circumstances where at any time during or after the first IFRS year—
(a) the company becomes a subsidiary undertaking of another undertaking that does not prepare IFRS financial statements,
(b) the company, having re-registered as a private company limited by shares, ceases to be a company with securities admitted to trading on a regulated market in an EEA state, or
(c) a holding undertaking of the company ceases to be an undertaking with securities admitted to trading on a regulated market in an EEA state.
(8) Where, following a relevant change of circumstances, Companies Act entity financial statements are prepared in relation to a company, the directors of the company may subsequently prepare IFRS entity financial statements for the company and subsections (6) and (7) shall apply as if the financial year for which such IFRS entity financial statements are subsequently prepared was the first IFRS year.
Companies Act entity financial statements
291. (1) Companies Act entity financial statements in relation to a company for any financial year of it shall comprise—
(a) a balance sheet as at the financial year end date,
(b) a profit and loss account for the financial year, and
(c) any other additional statements and information required by the financial reporting framework adopted in relation to the company.
(2) Companies Act entity financial statements shall give a true and fair view of the assets, liabilities and financial position of the company as at the financial year end date and of the profit or loss of the company for the financial year.
(3) Companies Act entity financial statements shall comply with—
(a) the provisions of Schedule 3 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,
(b) applicable accounting standards, and
(c) the other provisions of this Act.
(4) Where compliance with Schedule 3 , applicable accounting standards and the other provisions of this Act as to the matters to be included in entity financial statements (or in notes to those financial statements) would not be sufficient to give a true and fair view of the matters referred to in subsection (2), the necessary additional information shall be given in the entity financial statements or a note to them.
(5) If in special circumstances compliance with any of the provisions of this Act (even if additional information were provided under subsection (4)) is inconsistent with the requirement to give a true and fair view of the matters referred to in subsection (2), the directors of the company shall depart from that provision to the extent necessary to give a true and fair view.
(6) Particulars of any departure under subsection (5), the reasons for it and its effect shall be given in a note to the financial statements of the company.
(7) A company shall ensure—
(a) that its Companies Act entity financial statements include a statement as to whether they have been prepared in accordance with applicable accounting standards and identify the standards in question, and
(b) that any material departure from those standards, the effect of the departure and the reasons for it are noted in the Companies Act entity financial statements.
(8) Accounting standards are applicable to a company’s entity financial statements if those standards are, in accordance with their terms, relevant to the company’s circumstances and those entity financial statements.
(9) If a company fails to comply with any of subsections (2) to (7), the company and any officer of it who is in default shall be guilty of a category 2 offence.
(10) In any proceedings against a person in respect of an offence under subsection (9), it shall be a defence to prove that the defendant had reasonable grounds for believing and did believe that—
(a) a competent and reliable person was charged with the duty of ensuring that the provisions of the subsection concerned were complied with, and
(b) the latter person was in a position to discharge that duty.
(11) In subsection (9) “officer” includes any shadow director and de facto director.
IFRS entity financial statements
292. (1) Where the directors of a company prepare IFRS entity financial statements they shall comply with all IFRS in that regard and—
(a) shall make an unreserved statement in the notes to those entity financial statements that those financial statements have been prepared in accordance with international financial reporting standards, and
(b) shall ensure that those financial statements contain the additional information required by this Act other than that required by Schedules 3 and 4 .
(2) For the avoidance of doubt, the requirement for entity financial statements prepared in accordance with IFRS to present fairly the assets, liabilities, financial position, financial performance and cash flows is deemed to be equivalent to the true and fair view required by section 291 (2).
(3) If a company fails to comply with subsection (1), the company and any officer of it who is in default shall be guilty of a category 2 offence.
(4) In any proceedings against a person in respect of an offence under subsection (3), it shall be a defence to prove that the defendant had reasonable grounds for believing and did believe that—
(a) a competent and reliable person was charged with the duty of ensuring that the provisions of the subsection concerned were complied with, and
(b) the latter person was in a position to discharge that duty.
(5) In subsection (3) “officer” includes any shadow director and de facto director.
Obligation to prepare group financial statements under relevant financial reporting framework
293. (1) Where at the end of its financial year a company is a holding company, the directors of the company, as well as preparing entity financial statements for the financial year, shall prepare group financial statements for the holding company and all its subsidiary undertakings for that financial year.
(2) Where a holding company prepares group financial statements under this section, there shall be associated with those group financial statements the entity financial statements prepared under section 290 and together they shall constitute the statutory financial statements of the company.
(3) Subject to subsections (5) to (9), a company that is required to prepare group financial statements shall prepare the statements either (as the company elects) in accordance with—
(a) section 294 , or
(b) international financial reporting standards and section 295 .
(4) Group financial statements prepared in accordance with—
(a) section 294 shall be known, and are in this Act referred to, as “Companies Act group financial statements” — and this also applies in any ensuing case where preparation of such statements in accordance with that section is obligatory, or
(b) international financial reporting standards and section 295 shall be known, and are in this Act referred to, as “IFRS group financial statements” — and this also applies in any ensuing case where preparation of such statements in accordance with those standards and that section is obligatory.
(5) In respect of a group not trading for the acquisition of gain by its members, group financial statements shall be prepared in accordance with section 294 .
(6) After the first financial year in which the directors of a holding company prepare IFRS group financial statements (in this section referred to as the “first IFRS year”), all subsequent group financial statements shall be prepared in accordance with international financial reporting standards unless there is a relevant change of circumstances as referred to in subsection (7).
(7) There is a relevant change of circumstances where at any time during or after the first IFRS year—
(a) the company becomes a subsidiary undertaking of another undertaking that does not prepare IFRS group financial statements,
(b) the company, having re-registered as a private company limited by shares, ceases to be a company with securities admitted to trading on a regulated market in an EEA state, or
(c) a holding undertaking of the company ceases to be an undertaking with securities admitted to trading on a regulated market in an EEA state.
(8) Where, following a relevant change of circumstances, Companies Act group financial statements are prepared in relation to a company, the directors of the company may subsequently prepare IFRS group financial statements for the company and subsections (6) and (7) shall apply as if the financial year for which such IFRS group financial statements are subsequently prepared was the first IFRS year.
(9) This section is subject to—
(a) sections 297 and 298 (size of group),
(b) section 299 (holding company that is subsidiary undertaking of undertaking registered in EEA),
(c) section 300 (holding company that is subsidiary undertaking of undertaking registered outside EEA),
(d) section 301 (all subsidiaries excluded from consolidation), and
(e) section 302 (IFRS exemption).
Companies Act group financial statements
294. (1) Companies Act group financial statements in relation to a holding company and its subsidiary undertakings included in the consolidation for any financial year of it shall comprise—
(a) a consolidated balance sheet dealing with the assets, liabilities and financial position of the holding company and its subsidiary undertakings (including those being wound up) as at the financial year end date,
(b) a consolidated profit and loss account dealing with the profit or loss of the holding company and its subsidiary undertakings (including those being wound up) for the financial year, and
(c) any other additional information required by the financial reporting framework adopted in relation to them.
(2) Companies Act group financial statements shall give a true and fair view of the assets, liabilities and financial position of the company and the undertakings included in the consolidation taken as a whole, as at the financial year end date and of the profit or loss of the company and those undertakings for the financial year so far as concerns the members of the company.
(3) Companies Act group financial statements shall comply with—
(a) the provisions of Schedule 4 as to the accounting principles to be applied, the form and content of the consolidated balance sheet and consolidated profit and loss account and the additional information to be provided by way of notes to the group financial statements,
(b) applicable accounting standards, and
(c) the other provisions of this Act.
(4) Where compliance with Schedule 4 , applicable accounting standards and the other provisions of this Act as to the matters to be included in group financial statements (or in notes to those financial statements) would not be sufficient to give a true and fair view of the matters referred to in subsection (2), the necessary additional information shall be given in the group financial statements or a note to them.
(5) If in special circumstances compliance with any of the provisions of this Act (even if additional information were provided under subsection (4)) is inconsistent with the requirement to give a true and fair view of the matters referred to in subsection (2), the directors of the company shall depart from that provision to the extent necessary to give a true and fair view.
(6) Particulars of any departure under subsection (5), the reasons for it and its effect shall be given in a note to the financial statements.
(7) A company shall ensure—
(a) that its Companies Act group financial statements include a statement as to whether they have been prepared in accordance with applicable accounting standards and identify the standards in question, and
(b) that any material departure from those standards, the effect of the departure and the reasons for it are noted in the Companies Act group financial statements.
(8) Accounting standards are applicable to a holding company’s group financial statements if those standards are, in accordance with their terms, relevant to that company’s and its subsidiary undertakings’ circumstances and those group financial statements.
(9) If a company fails to comply with any of subsections (2) to (7), the company and any officer of it who is in default shall be guilty of a category 2 offence.
(10) In any proceedings against a person in respect of an offence under subsection (9), it shall be a defence to prove that the defendant had reasonable grounds for believing and did believe that—
(a) a competent and reliable person was charged with the duty of ensuring that the provisions of the subsection concerned were complied with, and
(b) the latter person was in a position to discharge that duty.
(11) In subsection (9) “officer” includes any shadow director and de facto director.
IFRS group financial statements
295. (1) Where the directors of a holding company prepare IFRS group financial statements, they shall comply with all IFRS in that regard and—
(a) shall make an unreserved statement in the notes to those group financial statements that those financial statements have been prepared in accordance with international financial reporting standards, and
(b) shall ensure that those financial statements contain the additional information required by this Act, other than that required by Schedules 3 and 4 .
(2) For the avoidance of doubt, the requirement for group financial statements prepared in accordance with IFRS to present fairly the assets, liabilities, financial position, financial performance and cash flows is deemed to be equivalent to the true and fair view required by section 294 (2).
(3) If a company fails to comply with subsection (1), the company and any officer of it who is in default shall be guilty of a category 2 offence.
(4) In any proceedings against a person in respect of an offence under subsection (3), it shall be a defence to prove that the defendant had reasonable grounds for believing and did believe that—
(a) a competent and reliable person was charged with the duty of ensuring that the provisions of the subsection concerned were complied with, and
(b) the latter person was in a position to discharge that duty.
(5) In subsection (3) “officer” includes any shadow director and de facto director.
Consistency of financial statements
296. (1) Subject to the provisions of this section, the directors of a holding company shall ensure that the entity financial statements of—
(a) the holding company, and
(b) each of the subsidiary undertakings of the holding company,
are prepared using the same financial reporting framework, except to the extent that, in their opinion, there are good reasons for not doing so, and those reasons are disclosed in the entity financial statements of the holding company.
(2) As respects financial statements of subsidiary undertakings, subsection (1) only applies to entity financial statements of subsidiary undertakings that are required to be prepared under this Act.
(3) Subsection (1) does not apply—
(a) where the directors do not prepare group financial statements for the holding company, or
(b) to the financial statements of undertakings which do not trade for the acquisition of gain by the members.
(4) Where the directors of the holding company prepare IFRS group financial statements and IFRS entity financial statements for the holding company, subsection (1) shall have effect as if paragraph (a) of it were omitted.
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.
S.I. No. 606/2010 –
European Communities (Group Accounts) Regulations 2010.
I, BATT O’KEEFFE, Minister for Enterprise, Trade and Innovation, in exercise of the powers conferred on me by section 3 of the European Communities Act 1972 (No. 27 of 1972) and for the purpose of giving effect to Directive 2009/49/EC of the European Parliament and of the Council of 18 June 20091 , amending Council Directives 78/660/EEC and 83/349/EEC as regards certain disclosure requirements for medium-sized companies and the obligation to draw up consolidated accounts, hereby make the following regulations:
Citation and construction.
1. (1) These Regulations may be cited as the European Communities (Group Accounts) Regulations 2010.
(2) The Companies Acts and these Regulations shall be construed together as one.
Application.
2. These Regulations apply to the preparation of annual accounts in the case of a company or undertaking the financial year of which commences on or after 1 January 2011.
Definition.
3. In these Regulations “Regulations of 2005” means the European Communities (International Financial Reporting Standards and Miscellaneous Amendments) Regulations 2005 ( S.I. No. 116 of 2005 ).
Amendment of section 150 of Companies Act 1963.
4. Section 150 (amended by Regulation 4 of the Regulations of 2005) of the Companies Act 1963 (No. 33 of 1963) is amended—
(a) by inserting the following subsection after subsection (1):
“(1A)(a) The requirement to prepare group accounts pursuant to subsection (1) shall not apply to a parent company whose subsidiary undertakings taken together are not material for the purpose of giving a true and fair view of the state of affairs as at the end of the financial year and the profit or loss for the financial year of that parent company and those subsidiary undertakings taken as whole.
(b) In this subsection ‘parent company’ does not include a parent company—
(i) to which subsection (4) applies, or
(ii) that is an unlimited company, other than an unlimited company to which Part III of the European Communities Accounts Regulations 1993 (S. I. No. 396 of 1993) applies.”,
and
(b) by substituting the following paragraph for paragraph (a) of subsection (10):
“(a) Where—
(i) the group accounts do not deal with a subsidiary of the company, or
(ii) a parent company is exempt pursuant to subsection (1A) from the requirement to prepare group accounts,
any member of the company shall be entitled to be furnished without charge within 14 days after the member has made a request in that behalf to the company with a copy of the latest balance sheet of that subsidiary which has been sent to the members of the subsidiary together with a copy of every document required by law to be annexed thereto and a copy of the directors’ and auditors’ reports.”.
Amendment of the European Communities (Insurance Undertakings: Accounts) Regulations.
5. Regulation 10 of the European Communities (Insurance Undertakings: Accounts) Regulations 1996 ( S.I. No. 23 of 1996 ) (amended by Regulation 11 and paragraph 7 of Schedule 3 to the Regulations of 2005) is amended by—
(a) substituting the following paragraph for paragraph (1):
“(1) Subject to paragraph (1A), this Regulation applies to a parent undertaking whether or not it is itself a subsidiary of another undertaking.”,
and
(b) inserting the following paragraph after paragraph (1):
“(1A) This Regulation shall not apply to a parent undertaking whose subsidiary undertakings taken together are not material for the purpose of giving a true and fair view of the state of affairs as at the end of the financial year and the profit or loss for the financial year of that parent undertaking and those subsidiary undertakings taken as a whole.”.
/images/ls
GIVEN under my Official Seal,
16 December 2010.
BATT O’KEEFFE,
Minister for Enterprise, Trade and Innovation.
EXPLANATORY NOTE
(This note is not part of the Instrument and does not purport to be a legal interpretation.)
These Regulations give effect to Directive 2009/49/EC of the European Parliament and of the Council of 18 June 2009 amending Council Directives 78/660/EEC and 83/349/EEC as regards certain disclosure requirements for medium-sized companies and the obligation to draw up consolidated accounts.
The Directive was adopted in the context of the EU drive to reduce administrative burdens, particularly in the accounting and auditing area, and is aimed at small and medium-sized companies.
The Regulations provide that parent undertakings which only have non-material subsidiaries are to be exempted from the requirement at Article 1(1) of Directive 83/349/EEC requiring the drawing up of consolidated accounts and a consolidated annual report.
1 OJ No. L164, 26.6.2009, p.42