Approval of Financial Statements I
The board of directors is to approve the statutory financial statements provided that its members are satisfied that they give a true and fair view and otherwise comply with this Companies Act or, where applicable, the alternative IAS / IFRS accounting standards. The statement shall be approved by the board and signed on its behalf by two directors, where there are two or more directors. Where there is a sole director, the accounts are to be signed by that sole director.
An equivalent provision applies in respect of the approval of the group accounts by the director.
Where the company has a sole director, that director, if he or she is satisfied as to the matters referred to above, is to approve and sign the statutory financial statements.
The signatures evidencing approval of the financial statement by the board shall be inserted on the face of the entity balance sheet or the group balance sheet. Every copy of the balance sheet circulated to the members or otherwise published or issued shall state the names of the persons who signed the balance sheet on behalf of the board of directors.
Approval of Financial Statements II
It is an offence to sign the financial statements if the director knows that they do not give a true and fair view or otherwise comply with the requirements of the Act or are reckless as to whether this is so. A director is thereby guilty of a category 2 offence.
Every director of the company at the time the accounts were approved is to be taken to be a party to their approval unless he shows that he took all reasonable steps to prevent their being approved.
It is an offence to lay a balance sheet before the general meeting, to circulate it or deliver it to the CRO without having been signed as required. The company and every officer in default are guilty of a category 2 offence.Officers include de facto directors.
This does not prohibit the issue, circulation or publication of a fair and accurate summary of any statutory financial statement after it has been signed by the directors or a fair and accurate summary of the profit or loss figures for part of the company’s financial year.
Directors’ Report I
The directors of a company shall prepare a directors’ report for each financial year. It shall deal with
- general matters in relation to the company and the directors;
- a business review;
- information on the acquisition and disposal of its own shares;
- information on interests in shares and debentures set out below;
- statement on relevant audit information set out below.
There are also requirements for some classes of companies to state the position as to establishment or otherwise of an audit committee and /or a directors’ compliance statement in cases where the obligations apply.
Directors’ Report II
Where group financial statements are published with entity financial statements, it is sufficient to prepare a group directors’ report (as distinct from that report and a directors’ report in respect of the holding company as well) provided that any information relating to the holding company only, being information which would otherwise be required to be provided, is provided in the group directors’ report.
A group directors’ report may, where appropriate, give greater emphasis to the matters that are significant to the company and its subsidiary undertakings included in the consolidation taken as a whole.
Breach of the above obligations is a category 3 offence. It is the duty of every person who is a shadow director or de facto director to ensure that the above requirements are complied with.
Audit Exemption I
The directors of a company shall arrange for the statutory financial statements to be audited unless the company is entitled to and avails of the audit exemption.
Members of a company holding in the aggregate, not less than 10% of the total voting rights may serve a notice on the company stating that they do not wish the company to avail of the audit exemption. It must be served during the immediately preceding financial year, or not later than one month from the end of the financial year.
Where the company is a subsidiary company, the notice is referable to the company, irrespective of whether the holding company or group company can or do avail of the audit exemption in that year.
If the audit exemption is availed of in a financial year, the balance sheet prepared by the company shall contain a statement by the directors;
- that the company has availed itself of the audit exemption,
- the grounds on which it is availed of; and
- that no notice by the shareholders has been served above.
Audit Exemption II
The directors must acknowledge the obligations of the company, to keep adequate accounting records and prepare financial statements which give a true and fair view of the assets, liabilities and financial position of the company at the year end, and of its profit and loss for the relevant year, and otherwise comply with the legislation relating to financial statements. Failure to do so is an offence on the part of the company and any officer in default.
Where the company is a holding company, the reference applies both to the company’s balance sheet and the group balance sheet.
Where a company has availed itself of the audit exemption, it shall, if required by the ODCE, give the Director access to and facilities for inspecting and taking copies of its books and documents. It shall furnish such information, as the Director reasonably requires for the purpose of satisfying himself that the company did, in respect of that financial year, comply with its obligations. Failure to comply is an offence.
The auditors’ report on the financial statements must be laid before the company in general meeting.
The auditors’ report shall include an introduction identifying the entity’s financial statements, and where appropriate, the group financial statements, which is the subject of the audit and the financial reporting framework that has been applied in their preparation. It shall describe the scope of the audit identifying the audit standards in accordance with which the audit was conducted.
The report shall clearly state the auditors’ opinion as to whether the statutory financial statements give a true and fair view of, in the case of the balance sheet, the assets, liabilities and financial position of the company at financial year end and in the case of a profit and loss account, the profit and losses of the company for the financial year; and the equivalent, in the case of group companies.
The statutory auditors’ report shall state whether, in their opinion, the information given in the directors’ report is consistent with the statutory financial statements.
A statement or opinion may be qualified, including to the extent of an adverse opinion or a disclaimer of opinion, where there is a disagreement or limitation in respect of the work. The auditors’ report shall in relation to each relevant matter contain a statement or opinion, as to whether it is unqualified or qualified. It shall include a reference to any matters which the statutory auditors wish to draw attention by way of emphasis without qualifying the report.
Confirmations in Report
The report shall state whether the statutory financial statements have been properly prepared in accordance with the relevant financial reporting framework and whether the provisions of the Act or the alternative Accounting Standards have been complied with.
The auditors’ report shall state whether
- the auditors have obtained all the information and explanations which, to the best of their knowledge and belief, are necessary for the purposes of the audit;
- whether, in their opinion, the accounting records of the company were sufficient to permit the financial statements to be readily and properly audited;
- whether, in their opinion, information and returns adequate for their audit have been received from branches not visited by them;
- in the case of entity financial statements, whether the company’s balance sheet and profit and loss account are in agreement with the accounting records and returns.
In the case of any statutory financial statements, where the requirements regarding disclosure of director’s transactions have not been complied with, the statutory auditors of the company by whom the statements are examined shall include in their report, in so far as they are reasonably able to do so, a statement giving the required particulars.
Where the financial statements of the holding company are combined with group financial statements, the statutory auditors’ report on the group financial statement shall be so combined with the report on the entity’s financial statements.
Signing Audit Report
The report of the statutory auditor shall state the name of the auditor, be signed, and dated. Where the auditor is a statutory auditor under the EU Statutory Audit Directive, or a statutory audit firm, the report shall be signed by the statutory auditor designated by the firm for the particular audit engagement as being primarily responsible for carrying out the statutory audit.
In the case of a group audit, it shall be signed by the statutory auditor (or, where more than one, each statutory auditor) designated by the statutory audit firm as being primarily responsible for carrying out the statutory audit at the level of the group,
Every copy of the report of the statutory auditor which is laid before the members in general meeting or which is otherwise circulated or published or issued, shall state the name of the statutory auditor and bear their signature and date. The copy delivered to the Companies Registration Office shall state the name of the auditor and bear the signature and date.
It is an offence for a company or officer in default to lay before the members, circulate, publish or deliver to the Companies Registration Office, an unsigned or undated statutory auditor’s report. The provision also applies to a shadow director or to a de facto director.
Circulation to Members I
A copy of the statutory financial statements, the directors’ report and the statutory auditors’ report must be furnished to every shareholder, debenture holder and other persons entitled, not less than 21 days before the meeting at which the accounts are to be laid. If they are sent less than 21 days before the meeting, they may be deemed duly sent, if it is so agreed by all the members entitled to attend and vote at the meeting.
The accounts may be sent by electronic communications to such address as may be notified by the person concerned to the company. Unless the company’s constitution otherwise provides, copies of the above documents may be treated, as sent to a person where the company and that person have agreed to have access to the documents on a website instead of being sent.
The documents must be covered by the agreement. The person concerned must be notified in a manner for the time being agreed for the purpose of the agreement between them, of the publication of the documents on a website, the address of the website, and the place where on that website where the documents may be accessed.
Circulation to Members II
Documents must be published on the website throughout a period beginning at least 21 days before the general meeting. The notification given for the above purpose must be given not less than 21 days before the general meeting.
Nothing above shall invalidate the proceedings of a meeting where any documents required to be published are published for part, but not all of the period and the failure is due to circumstances beyond the company’s control.
Default in relation to the circulation of the statutory financial statements is a category 3 offence on the part of the company and every officer in default. This includes the shadow directors and de facto directors.
Entitlement to Accounts
Any member of the company and any debenture holder is entitled to be furnished with copies of the statutory financial statements, directors’ report, and statutory auditors’ report on them. If the group financial statements do not deal with subsidiary undertakings, the member is entitled to demand the documents, without charge, for each subsidiary.
Any member is entitled to be furnished, within 14 days of demand, a copy of any statutory financial statements, directors’ and auditors’ reports and subsidiary statements laid before any general meeting of any subsidiary, at a charge not exceeding €3.00 for each financial year’s statement so furnished for up to the 10 previous years.
Copies of the financial statements need not be sent to a member if, on the application of the company or any person who claims to be aggrieved, the court is satisfied that the rights are being abused and orders that such copies need not be sent. The court may order the company’s costs on such an application to be paid by the persons whose demands for copies of statements are the subject of the court application.
Obligations to furnish statements may, unless the company’s constitution otherwise provides, be complied with by using electronic communications to such address as may be notified to the company for that purpose.
Failure to comply with a request within 14 days after the demand is an offence by the company and every officer in default.
Publication Obligations I
If a company publishes its financial statements, it shall also publish any directors’ report and statutory auditors’ report with them. Where a company is required to produce group financial statements, it shall not publish company financial statements for that year, unless they are combined with the group financial statements and published together.
Where a company publishes an abridged financial statement, it shall also publish with those abridged financial statements, any report in relation to them. If the statutory auditor has refused to provide the directors with a report, they must give an indication of the refusal.
If a company publishes non-statutory financial information including abbreviated accounts relating to a period, it shall also publish a statement
- as to the reason for the preparation of non-statutory financial statements;
- that they are non-statutory financial statements;
- whether statutory financial statements dealing with any financial year to which the non-statutory financial statement purports to deal have been annexed to the annual return and delivered to the CRO and, if not, an indication of when they are likely to be delivered;
- whether the statutory auditors of the company have made an audit report in respect of the statutory financial statements which relate to the financial year with which the non-statutory financial statements purport to deal;
- whether any matters referred to in the statutory auditors’ report were qualified or unqualified; and
- whether the statutory auditors’ report includes a reference to any matters to which the statutory auditors drew attention by way of emphasis, without qualification of the report.
Publications Obligations II
Where a company publishes non-statutory financial statements, it shall not publish with those financial statements any such statutory auditors’ report.
Where a holding company publishes non-statutory entity financial statements dealing with the company alone, it shall indicate in a note to those financial statements, whether or not group financial statements have been prepared for that period and, if so, where they can be obtained.
A failure of compliance in respect of the above obligations is an offence on the part of the company and every officer in default.
Laying of Accounts
The directors of a company shall, in respect of each year, lay before the company in general meeting, copies of the statutory financial statements, directors’ reports, and statutory auditors’ reports. The financial statements and the reports of the directors and statutory auditors shall be so laid not later than nine months after the financial year end.
The statutory auditors’ report shall be open to inspection by any member at the general meeting.
Where the annual general meeting is dispensed with, then the above obligation shall apply as if the reference to laying financial statements were a reference to providing the statements to the members entitled to vote and attend the general meeting.
References and Sources
Companies Act 2014 S.333- S.341 (Irish Statute Book)
Companies Act 2014: An Annotation (2015) Conroy
Law of Companies 4th Ed. (2016) Ch.18 Courtney
Keane on Company Law 5th Ed. (2016) Ch.30 Hutchinson
Other Irish Sources
Tables of Origins & Destinations Companies Act 2014 (2016) Bloomsbury
Introduction to Irish Company Law 4th Ed. (2015) Callanan
Bloomsbury’s Guide to the Companies Act 2015 Courtney & Ors
Company Law in Ireland 2nd Ed. (2015) Thuillier
Pre-2014 Legislation Editions
Modern Irish Company Law 2nd Ed. (2001) Ellis
Cases & Materials Company Law 2nd Ed. (1998) Forde
Company Law 4th Ed. (2008) Forde & Kennedy
Corporations & Partnerships in Ireland (2010) Lynch-Fannon & Cuddihy
Companies Acts 1963-2012 (2012) MacCann & Courtney
Constitutional Rights of Companies (2007) O’Neill
Court Applications Under the Companies Act (2013) Samad
Company Law – Nutshell 3rd Ed. (2013) McConville
Questions & Answers on Company Law (2008) McGrath, N & Murphy
Make That Grade Irish Company Law 5th Ed. (2015) Murphy
Company Law BELR Series (2015) O’Mahony
Companies Act 2006 (UK) (Legilsation.gov.uk)
Statute books Blackstone’s statutes on company law (OUP)
Gower Principles of Modern Company Law 10th Ed. (2016) P. and S. Worthington
Company Law in Context 2nd Ed. (2012) D Kershaw
Company Law (9th Ed.) OUP (2016) J Lowry and A Dignam
Cases and Materials in Company law 11th Ed (2016) Sealy and Worthington
UK Practitioners Services
Tolley’s Company Law Handbook
Palmer’s Company Law