Reporting Process
Companies Act
Statutory financial statements must be audited (unless audit exemption availed of)
333. The directors of a company shall arrange for the statutory financial statements of the company for a financial year to be audited by statutory auditors unless the company is entitled to, and chooses to avail itself of, the audit exemption.
Right of members to require audit despite audit exemption otherwise being available
334. (1) Any member or members of a company holding shares in the company that confer, in aggregate, not less than one-tenth of the total voting rights in the company may serve a notice in writing on the company stating that that member or those members do not wish the audit exemption to be available to the company in a financial year specified in the notice.
(2) A notice under subsection (1) may be served on the company either—
(a) during the financial year immediately preceding the financial year to which the notice relates, or
(b) during the financial year to which the notice relates (but not later than 1 month before the end of that year).
(3) The reference in subsection (1) to a voting right in a company shall be read as a reference to a right exercisable for the time being to cast, or to control the casting of, a vote at general meetings of members of the company, not being such a right that is exercisable only in special circumstances.
(4) For the avoidance of doubt, the reference in subsection (1) to the one or more members not wishing the audit exemption to be available to the company in a specified financial year is, if the company is a subsidiary undertaking, a reference to their not wishing the audit exemption to be available to the subsidiary undertaking irrespective of whether its holding company and any other undertakings in the group avail themselves of the audit exemption in that year.
(5) In this section “audit exemption” does not include the dormant company audit exemption referred to in section 365 .
Statement to be included in balance sheet if audit exemption availed of
335. (1) If a company avails itself of the audit exemption in a financial year, the balance sheet prepared by the company in respect of that year shall contain a statement by the directors of the company that, in respect of that year—
(a) the company is availing itself of the audit exemption (and the exemption shall be expressed to be “the exemption provided for by Chapter 15 of Part 6 of the Companies Act 2014”),
(b) the company is availing itself of the exemption on the grounds that section 358 or 359 , as appropriate, is complied with,
(c) no notice under subsection (1) of section 334 has, in accordance with subsection (2) of that section, been served on the company, and
(d) the directors acknowledge the obligations of the company, under this Act, to—
(i) 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 end of its financial year and of its profit or loss for such a year, and
(ii) otherwise comply with the provisions of this Act relating to financial statements so far as they are applicable to the company.
(2) The statement required by subsection (1) shall appear in the balance sheet in a position immediately above the signatures of the directors required by section 324 or, as the case may be, the statement required by section 355 .
(3) If subsection (1) or (2) is not complied with, the company concerned and any officer of it who is in default shall be guilty of a category 3 offence.
(4) If the company referred to in subsection (1) is a holding company that prepares group financial statements for the financial year concerned, that subsection shall be read as applying both to its entity balance sheet and its group balance sheet.
(5) Whenever a company has availed itself of the audit exemption in respect of a financial year, the company shall, if required by the Director of Corporate Enforcement to do so—
(a) give to the Director such access to and facilities for inspecting and taking copies of the books and documents of the company, and
(b) furnish to the Director such information, as the Director may reasonably require for the purpose of satisfying himself or herself that the company did, in respect of that financial year, comply with section 358 or 359 , as appropriate.
(6) If a company fails to comply with a requirement under subsection (5), the company and any officer of it who is in default shall be guilty of a category 4 offence.
(7) Where—
(a) the audit exemption, as referred to in section 359 (1), applies to a group, and
(b) any subsidiary undertaking in that group relies on that exemption (and does not have its statutory financial statements for the year concerned audited in consequence),
references in this section to a company availing itself of the audit exemption shall be read, as respects that subsidiary undertaking, as including references to such an undertaking and subsection (3) shall be read accordingly.
(8) In this section “audit exemption” does not include the dormant company audit exemption referred to in section 365 but that section makes similar provision, by applying and adapting its terms, to that made by this section.
CHAPTER 11
Statutory auditors’ report
Statutory auditors’ report on statutory financial statements
336. (1) The report required by section 391 to be made by the statutory auditors of a company on statutory financial statements to be laid before the company in general meeting shall comply with the requirements of this section.
(2) The statutory auditors’ report shall include—
(a) an introduction identifying the entity financial statements, and where appropriate, the group financial statements, that are the subject of the audit and the financial reporting framework that has been applied in their preparation, and
(b) a description of the scope of the audit identifying the auditing standards in accordance with which the audit was conducted.
(3) The statutory auditors’ report shall state clearly the statutory auditors’ opinion as to—
(a) whether the statutory financial statements give a true and fair view—
(i) in the case of an entity balance sheet, of the assets, liabilities and financial position of the company as at the end of the financial year,
(ii) in the case of an entity profit and loss account, of the profit or loss of the company for the financial year,
(iii) in the case of group financial statements, of the assets, liabilities and financial position as at the end of the financial year and of the profit or loss for the financial year of the undertakings included in the consolidation as a whole, so far as concerns the members of the company,
(b) whether the statutory financial statements have been properly prepared in accordance with the relevant financial reporting framework and, in particular, with the requirements of this Act (and, where applicable, Article 4 of the IAS Regulation).
(4) The statutory auditors’ report shall also state—
(a) whether they have obtained all the information and explanations which, to the best of their knowledge and belief, are necessary for the purposes of their audit,
(b) whether, in their opinion, the accounting records of the company were sufficient to permit the financial statements to be readily and properly audited,
(c) whether, in their opinion, information and returns adequate for their audit have been received from branches of the company not visited by them, and
(d) in the case of entity financial statements, whether the company’s balance sheet and, except where the exemption in section 304 is availed of, the profit and loss account are in agreement with the accounting records and returns.
(5) The statutory auditors’ report shall state whether, in their opinion, the information given in the directors’ report for the financial year is consistent with the statutory financial statements.
(6) The statutory auditors’ report shall—
(a) in relation to each matter referred to in subsections (3) to (5) contain a statement or opinion, as the case may be, which shall be either—
(i) unqualified, or
(ii) qualified,
and
(b) include a reference to any matters to which the statutory auditors wish to draw attention by way of emphasis without qualifying the report.
(7) For the purposes of subsection (6)(a)(ii), 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 scope of work.
(8) If, in the case of any statutory financial statements, the requirements of any of sections 305 to 312 are not complied with, the statutory auditors of the company by whom the statutory 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.
(9) Where the entity financial statements of a holding company are combined with (that is to say, associated with) the group financial statements, the statutory auditors’ report on the group financial statements shall be so combined with the report on the entity financial statements.
Signature of statutory auditor’s report
337. (1) The report of the statutory auditor shall state the name of the statutory auditor and be signed, as provided for in subsection (2), and bear the date of the signature or signatures.
(2) Where the auditor is—
(a) a statutory auditor (within the meaning of the European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010 ( S.I. No. 220 of 2010 )), the report shall be signed by that person, or
(b) a statutory audit firm (within the meaning of the foregoing Regulations), the report shall be signed by—
(i) the statutory auditor (or, where more than one, each statutory auditor) designated by the statutory audit firm for the particular audit engagement as being primarily responsible for carrying out the statutory audit on behalf of the audit firm, or
(ii) in the case of a group audit, at least 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,
in his or her own name, for and on behalf of, the audit firm.
(3) Every copy of the report of the statutory auditor which is laid before the members in general meeting or which is otherwise circulated, published or issued shall state the name of the statutory auditor or auditors and bear their signature and the date of the latter.
(4) The copy of the statutory auditor’s report which is delivered to the Registrar shall state the name of the statutory auditor or auditors and bear their signature (in the typeset form specified in section 347 (2)) and the date of the signature.
(5) If a copy of a statutory auditor’s report—
(a) is laid before the members, or otherwise issued, circulated or published without the report (the original of it as distinct from the copy) being signed and dated as required by this section, or without the copy including the required statement of the statutory auditor’s or auditors’ name and the other particulars specified in subsection (2), or
(b) is delivered to the Registrar without the report (the original of it as distinct from the copy) being signed and dated as required by this section, or without the copy including the required statement of the statutory auditor’s or auditors’ name and the other particulars specified in subsection (3),
the company and any officer of it who is in default shall be guilty of a category 3 offence.
(6) In subsection (5) “officer” includes any shadow director and de facto director.
CHAPTER 12
Publication of financial statements
Circulation of statutory financial statements
338. (1) A copy of each of the documents specified in subsection (2) concerning the company there referred to shall be sent to—
(a) every member of the company (whether that person is or is not entitled to receive notices of general meetings of the company),
(b) every holder of debentures of the company (whether that person is or is not so entitled), and
(c) all persons, other than members or holders of debentures of the company, who are so entitled,
not less than 21 days before the date of the meeting of the company at which copies of those documents are to be laid in accordance with section 341 .
(2) The documents referred to in subsection (1) are—
(a) the statutory financial statements of a company for the financial year concerned,
(b) the directors’ report in relation to it, including any group directors’ report, for that financial year,
(c) the statutory auditors’ report on those financial statements and that directors’ report.
(3) If the copies of the documents referred to in subsection (1) are sent less than 21 days before the date of the meeting referred to in that subsection they shall, notwithstanding that fact, be deemed to have been duly sent if it is so agreed by all the members entitled to attend and vote at the meeting.
(4) References in this section to sending to any person copies of the documents specified in subsection (2) include references to using electronic communications for sending copies of those documents to such address as may for the time being be notified to the company by that person for that purpose.
(5) Unless the company’s constitution provides otherwise, copies of the foregoing documents are also to be treated, for the purposes of this section, as sent to a person where—
(a) the company and that person have agreed to his or her having access to the documents on a website (instead of their being sent to him or her),
(b) the documents are documents to which that agreement applies, and
(c) that person is notified, in a manner for the time being agreed for the purpose between him or her and the company, of—
(i) the publication of the documents on a website,
(ii) the address of that website, and
(iii) the place on that website where the documents may be accessed, and how they may be accessed.
(6) For the purposes of this section documents treated in accordance with subsection (5) as sent to any person are to be treated as sent to him or her not less than 21 days before the date of a meeting if, and only if—
(a) the documents are published on the website throughout a period beginning at least 21 days before the date of the meeting and ending with the conclusion of the meeting, and
(b) the notification given for the purposes of paragraph (c) of that subsection is given not less than 21 days before the date of the meeting.
(7) Nothing in subsection (6) shall invalidate the proceedings of a meeting where—
(a) any documents that are required to be published as mentioned in paragraph (a) of that subsection are published for a part, but not all, of the period mentioned in that paragraph, and
(b) the failure to publish those documents throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the company to prevent or avoid.
(8) Where copies of documents are sent out under this section over a period of days, references elsewhere in this Act to the day on which those copies are sent out shall be read as references to the last day of that period.
(9) If default is made in complying with this section, the company concerned and any officer of it who is in default shall be guilty of a category 3 offence.
(10) In subsection (9) “officer” includes any shadow director and de facto director.
Right to demand copies of financial statements and reports
339. (1) Any member of a company and any holder of debentures of the company shall be entitled to be furnished by the company, on demand and without charge, with a copy of—
(a) the company’s statutory financial statements for the most recent financial year,
(b) the directors’ report for that year, and
(c) the statutory auditors’ report for that year on those financial statements and that directors’ report.
(2) If the group financial statements do not deal with a subsidiary undertaking of the company, any member of the company shall be entitled to demand to be furnished by the company, without charge, with a copy of the statutory financial statements of such subsidiary undertaking for the most recent financial year which have been sent to the members of that subsidiary undertaking, together with a copy of the directors’ and statutory auditors’ reports.
(3) Without prejudice to subsection (2) but subject to subsection (4), any member of the company shall be entitled to be furnished, within 14 days after the date on which he or she has made a demand in that behalf to the company, with a copy of any statutory financial statement (including every document required by law to be annexed thereto and a copy of the directors’ and auditors’ reports) of any subsidiary undertaking of the company laid before any annual general meeting of such subsidiary undertaking, at a charge not exceeding €3.00 for each financial year’s financial statements so furnished.
(4) A member shall not be entitled to be furnished with a copy of any statements referred to in subsection (3) laid before an annual general meeting held more than 10 years before the date on which the demand under that subsection is made.
(5) Copies of financial statements need not be sent to any member of a company if, on the application either of the company or of any person who claims to be aggrieved, the court is satisfied that the rights conferred by this section are being abused and orders that such copies need not be sent.
(6) The court may order the company’s costs on such an application to be paid in whole or in part by the member whose demands for copies of statements are the subject of the application to the court.
(7) Any obligation by virtue of subsection (1) or (2) to furnish a person with a document may, unless the company’s constitution provides otherwise, be complied with by using electronic communications for sending that document to such address as may for the time being be notified to the company by that person for that purpose.
(8) If a demand made under this section by a member of a company is not complied with within 14 days after the date on which the demand is made then (unless it is proved that the member has already made a demand for and been furnished with a copy of the financial statements for the financial year concerned) the company and any officer of it who is in default shall be guilty of a category 3 offence.
(9) In the case of any default under this section, the court may direct that the copies demanded shall be sent to the member demanding them.
(10) In subsection (8), “officer” includes any shadow director and de facto director.
Requirements in relation to publication of financial statements
340. (1) If a company publishes its statutory financial statements, it shall also publish with those statutory financial statements any directors’ report prepared in accordance with section 325 and any statutory auditors’ report made under section 391 in the form required by section 336 .
(2) Where a company is required to prepare group financial statements for a financial year, it shall not publish entity financial statements for that year unless they are combined with the group financial statements and published together as the statutory financial statements of the company.
(3) Where a company publishes its abridged financial statements prepared in accordance with section 353 or 354 , it shall also publish with those abridged financial statements any report in relation to those abridged financial statements specified in section 356 and, if the statutory auditors of the company have refused to provide the directors of the company with a report under that section, an indication of the refusal.
(4) If a company publishes non-statutory financial statements (and that expression shall be read as including any abbreviated accounts relating to any period), it shall also publish a statement indicating—
(a) the reason for the preparation of the non-statutory financial statements,
(b) that the non-statutory financial statements are not the statutory financial statements of the company,
(c) whether statutory financial statements dealing with any financial year with which the non-statutory financial statements purport to deal have been annexed to the annual return and delivered to the Registrar and, if not, an indication of when they are likely to be so delivered,
(d) whether the statutory auditors of the company have made a report under section 391 in the form required by section 336 in respect of the statutory financial statements of the company which relate to any financial year with which the non-statutory financial statements purport to deal,
(e) whether any matters referred to in the statutory auditors’ report were qualified or unqualified, or whether the statutory auditors’ report included a reference to any matters to which the statutory auditors drew attention by way of emphasis without qualifying the report.
(5) Where a company publishes non-statutory financial statements, it shall not publish with those financial statements any such statutory auditors’ report as is mentioned in subsection (4)(d).
(6) Where a holding company publishes non-statutory entity financial statements dealing with the company alone (as distinct from the company and its subsidiary undertakings), 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.
(7) If a company fails to comply with any of subsections (1) to (6), the company and any officer of it who is in default shall be guilty of a category 3 offence.
(8) In subsection (7) “officer” includes any shadow director and de facto director.
Financial statements and reports to be laid before company in general meeting
341. (1) The directors of a company shall, in respect of each financial year, lay before the company in general meeting copies of—
(a) the statutory financial statements of the company for the financial year,
(b) the directors’ report, including any group directors’ report, for the financial year,
(c) the statutory auditors’ report on those financial statements and that directors’ report.
(2) Those financial statements and those reports of the directors and the statutory auditors for a financial year shall be so laid not later than 9 months after the financial year end date.
(3) The statutory auditors’ report shall be open to inspection by any member at the general meeting.
(4) Where section 175 (3) (dispensing with the holding of an annual general meeting) is availed of, then subsections (1) and (3) shall be disregarded and subsection (2) shall apply as if the reference in it to the laying of financial statements by the time referred to in that subsection were a reference to those statements being provided, by that time, to all the members (entitled to attend and vote at an annual general meeting) for the purpose of their signing the written resolution referred to in section 175 (3).
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.