Companies Act 2014

325.

Obligation to prepare directors’ report for every financial year

325. (1) F130 [ Subject to subsection (1A) , the directors ] of a company shall for each financial year prepare a report (a “directors’ report”) dealing with the following matters:

(a) general matters in relation to the company and the directors as specified in section 326 ;

(b) a business review in accordance with section 327 ;

(c) information on the acquisition or disposal of own shares as specified in section 328 ;

(d) information on interests in shares or debentures as specified in section 329 ;

(e) statement on relevant audit information as specified in section 330;

and containing the notice referred to in section 331 that (if such be the case) has been issued in that financial year in respect of the company under section 33AK of the Central Bank Act 1942.

F131 [ (1A) The directors of a company that

(a) qualifies for the small companies regime shall not be required to include in the directors report, a business review referred to in subsection (1)(b) , and

(b) qualifies for the micro companies regime shall be exempt from the requirement to prepare a directors report under subsection (1) provided that the information required under section 328 is included as a note or a footnote to the balance sheet. ]

(2) Subsection (1) is in addition to the other requirements of this Act that apply in certain cases with regard to the inclusion of matters in a directors’ report, namely the requirements of—

(a) section 167(3) (statement as to establishment or otherwise of an audit committee in the case of F132 [ a relevant private company ]), and

(b) section 225(2) (directors’ compliance statement in case of a company to which that section applies).

(3) For a financial year in which—

(a) the company is a holding company, and

(b) the directors of the company prepare group financial statements,

the directors shall also prepare a directors’ report that is a consolidated report (a “group directors’ report”) dealing, to the extent provided in the following provisions of this Part, with the company and its subsidiary undertakings included in the consolidation taken as a whole.

(4) Where group financial statements are published with entity financial statements, it is sufficient to prepare the group directors’ report referred to in subsection (3) (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 by subsection (1) or section 167(3) or 225(2) , is provided in the group directors’ report.

(5) 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.

(6) If a director fails to fulfil his or her obligation under F133 [ subsections (1), (1A), (3) or (4) ] , he or she shall be guilty of a category 3 offence.

(7) Without limiting the obligations of the directors of a company under this section or subsection (6), it shall be the duty of a person who is a shadow director or de facto director of a company to ensure that the requirements of F134 [ subsections (1), (1A), (3) and (4) ] are complied with in relation to the company.

(8) If a person fails to comply with his or her duty under subsection (7), the person shall be guilty of a category 3 offence.

Annotations:

Amendments:

F130

Substituted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 41(a), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.

F131

Inserted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 41(b), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.

F132

Substituted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 41(c), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.

F133

Substituted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 41(d), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.

F134

Substituted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 41(e), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.

Modifications (not altering text):

C53

Section applied with modifications (1.01.2020) by European Union (Qualifying Partnerships: Accounting and Auditing) Regulations 2019 (S.I. No. 597 of 2019), reg. 18, in effect as per reg. 1(2), (3).

Application of section 325 of Principal Act

18. Subject to this Regulation and to Regulation 15, the members of a qualifying partnership shall prepare a report (in these Regulations referred to as a “partners’ report”) in accordance with the requirements of section 325 of the Principal Act as if -

(a) every reference to the company mentioned in subsection (1) of that section were a reference to the qualifying partnership,

(b) every reference to a director were a reference to the members of the qualifying partnership,

(c) paragraph (3)(a) read “the qualifying partnership is a holding undertaking, and”, and

(d) every reference to a “group directors’ report” were a reference to a “group partners’ report”.

C54

Application of subs. (1)(c)-(e) restricted (1.01.2020) by European Union (Qualifying Partnerships: Accounting and Auditing) Regulations 2019 (S.I. No. 597 of 2019), reg. 15, in effect as per reg. 1(2), (3).

Non-application of certain provisions of Principal Act

15. Sections 281 to 286, 305A, 312, 318, 319, 325(1)(c), (d) and (e), 326(1)(c) and (d) and (2)(d), 328, 338, 339, 341, 375, 381 to 385, 392, 396 to 398, 401 and 402 of the Principal Act shall not apply to a qualifying partnership.

C55

Application of subs. (6) extended (1.01.2020) by European Union (Qualifying Partnerships: Accounting and Auditing) Regulations 2019 (S.I. No. 597 of 2019), reg. 42(5)(a), (b), in effect as per reg. 1(2), (3).

Offences

42. ...

(5) (a) A qualifying partnership that fails to comply with any provision referred to in sections 316(3), 325(6), 332(4), 335(3), 335(6), 337(5), 340(7), 343(11), 347(5), 348(6), 374(4), 376(3), 377(7), 1459 or 1460 of the Principal Act as applied by these Regulations commits an offence.

(b) Where an offence under subparagraph (a) is committed by a qualifying partnership and it is proved that the offence was committed with the consent or connivance, or was attributable to any wilful neglect, of a person who was -

(i) a member of the qualifying partnership,

(ii) a director of such a member, or

(iii) a person purporting to act in either such capacity,

that person shall, as well as the qualifying partnership, be guilty of an offence and may be proceeded against and punished as if he or she were guilty of the first-mentioned offence.

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