Companies Act 2014

293.

Obligation to prepare group financial statements under relevant financial reporting framework

293. (1) F64 [ Subject to subsections (1A) and (9) , 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.

F65 [ (1A) A holding company that qualifies for the small companies regime or the micro companies regime shall be exempt from the requirements of subsection (1) but may, however elect to prepare group financial statements. ]

(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), F66 [ a company that is required to prepare group financial statements or has elected 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) F67 [ Subject to subsection (6A) , 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).

F68 [ (6A) After a financial year in which the directors of a holding company prepare IFRS group financial statements, the directors of the company may, notwithstanding that there is not a relevant change of circumstances as referred to in subsection (7) , subsequently prepare Companies Act group financial statements for the company provided they have not changed to preparing Companies Act group financial statements in the period of 5 years preceding the first day of that financial year.

(6B) For the purposes of calculating the 5 year period referred to in subsection (6A) , the reference to 'changed to Companies Act group financial statements' shall not be read as including a reference to a change to using those financial statements which was due to a relevant change in circumstances. ]

(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) F69 [ Where Companies Act group financial statements are prepared in relation to a company in accordance with subsection (6A) or (7) as the case may be ], the directors of the company may subsequently prepare IFRS group financial statements for the company and F69 [ subsections (6), (6A) 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) F70 [ ]

(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).

Annotations:

Amendments:

F64

Substituted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 19(a), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.

F65

Inserted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 19(b), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.

F66

Substituted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 19(c), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.

F67

Substituted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 19(d), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.

F68

Inserted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 16(e), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.

F69

Substituted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 19(f), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.

F70

Deleted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 19(g), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.

Modifications (not altering text):

C25

Application of section extended (24.06.2015) by European Union (Credit Institutions: Financial Statements) Regulations 2015 (S.I. No. 266 of 2015), reg. 5, in effect as per reg. 1(2).

Credit institution holding companies

5. (1) Section 293, as it applies by virtue of Regulation 3, of the Principal Act (obligation to prepare group financial statements) shall also apply to a holding company:

(a) which does not itself carry on any material business apart from the acquisition, management and disposal of interests in subsidiaries; and

(b) whose principal subsidiaries are wholly or mainly credit institutions.

(2) In paragraph (1)—

(a) the reference to the management of interests in subsidiaries includes a reference to the provision of services to subsidiaries; and

(b) “principal subsidiaries”, in relation to a holding company, means those subsidiaries of the company whose results or financial position would principally affect the figures shown in the group financial statements.

C26

Application of section extended (17.06.2015) by European Union (Insurance Undertakings: Financial Statements) Regulations 2015 (S.I. No. 262 of 2015), reg. 4, in effect as per reg. 1(2).

Application of section 293 (as applied by Regulation 3) of Principal Act to certain undertakings

4. (1) Section 293, as it applies by virtue of Regulation 3, of the Principal Act (obligation to prepare group financial statements) shall also apply to a holding undertaking:

(a) which does not itself carry on any material business apart from the acquisition, management and disposal of interests in subsidiaries; and

(b) whose principal subsidiaries are wholly or mainly insurance undertakings.

(2) In paragraph (1)—

(a) the reference to the management of interests in subsidiaries includes a reference to the provision of services to subsidiaries; and

(b) “principal subsidiaries”, in relation to a holding undertaking, means those subsidiaries of the undertaking whose results or financial position would principally affect the figures shown in the group financial statements.