Companies Act 2014

324.

Approval and signing of statutory financial statements by board of directors

324. (1) F135 [ Subject to subsection (1A) , where the directors of a company ] are satisfied that the statutory financial statements of the company give a true and fair view and otherwise comply with this Act or, where applicable, with Article 4 of the IAS Regulation, those statements shall be approved by the board of directors and signed on their behalf by 2 directors, where there are 2 or more directors.

F136 [ (1A) In the case of the statutory financial statements of a company that qualifies for the micro companies regime, compliance with the minimum requirements of this Act in relation to its financial statements shall be presumed to give a true and fair view for the purposes of subsection (1) . ]

(2) Without prejudice to the generality of section 11 and its application to the other provisions of this section, where the company has a sole director subsection (1) operates to require that director, if he or she is satisfied as to the matters referred to in that subsection in respect of the statements, to approve and sign the statutory financial statements.

(3) Where group financial statements are prepared, the group financial statements and the entity financial statements of the holding company shall be approved by the board of directors of that company at the same time.

(4) The signature or signatures evidencing approval of the financial statements by the board shall be inserted on the face of the entity balance sheet and any group balance sheet.

F137 [ (4A) If the statutory financial statements of a company that qualifies for the small companies regime or the micro companies regime, as the case may be, are prepared in accordance with the small companies regime or the micro companies regime as appropriate, the balance sheet shall contain, in a prominent position above the signature or signatures referred to in subsection (4) , a statement that the statutory financial statements concerned have been so prepared in accordance with the small companies regime or the micro companies regime, as may be appropriate. ]

(5) Every copy of every balance sheet which is laid before the members in general meeting or which is otherwise circulated, published or issued shall state the names of the persons who signed the balance sheet on behalf of the board of directors.

(6) If statutory financial statements are approved which do not give a true and fair view or otherwise comply with the requirements of this Act or, where applicable, of Article 4 of the IAS Regulation, every director of the company who is party to their approval, and who knows that they do not give such view or otherwise so comply or is reckless as to whether that is so, shall be guilty of a category 2 offence.

(7) For that purpose, every director of the company at the time the statutory financial statements are approved shall be taken to be a party to their approval unless he or she shows that he or she took all reasonable steps to prevent their being approved.

(8) If any copy of a balance sheet is—

(a) laid before the members or otherwise issued, circulated or published without the balance sheet (the original of it as distinct from the copy) having been signed as required by this section or without the required statement of the signatory’s name on the copy being included, or

(b) delivered to the Registrar without the balance sheet (the original of it as distinct from the copy) having been signed as required by this section or without the required statement of the signatory’s name on the copy being included,

the company and any officer of it who is in default shall be guilty of a category 2 offence.

(9) Subsection (8) shall not prohibit the issue, circulation or publication of—

(a) a fair and accurate summary of any statutory financial statement after such statutory financial statement shall have been signed on behalf of the directors,

(b) a fair and accurate summary of the profit or loss figures for part of the company’s financial year.

(10) In subsection (8)“officer” includes any shadow director and de facto director.

F138 [ (11) In this section, 'minimum requirements of this Act', in relation to a company that qualifies for the micro companies regime, means the provisions of this Act with which the company is obliged to comply, having availed of the exemptions to which it is entitled by virtue of qualifying for the micro companies regime. ]

Annotations

Amendments:

F135

Substituted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 40(a), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.

F136

Inserted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 40(b), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.

F137

Inserted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 40(c), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.

F138

Inserted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 40(d), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.

Modifications (not altering text):

C51

Section applied with modifications (1.01.2020) by European Union (Qualifying Partnerships: Accounting and Auditing) Regulations 2019 (S.I. No. 597 of 2019), reg. 17, in effect as per reg. 1(2), (3).

Application of section 324 of Principal Act

17. Section 324 of the Principal Act shall apply to a qualifying partnership subject to the following modifications:

(a) where a qualifying partnership is not a limited partnership, the statutory financial statements shall be approved by the members and signed on their behalf by at least 2 of their number;

(b) where the qualifying partnership is a limited partnership -

(i) if there is only one general partner, the statutory financial statements shall be approved by that partner and shall bear the signature of that partner, or

(ii) if there is more than one general partner, the statutory financial statements shall be approved by the general partners and signed on their behalf by at least 2 of their number.

C52

Application of subss. (6), (8) extended (1.01.2020) by European Union (Qualifying Partnerships: Accounting and Auditing) Regulations 2019 (S.I. No. 597 of 2019), reg. 42(1), (2), in effect as per reg. 1(2), (3).

Offences

42. (1) A qualifying partnership that fails to comply with any provision referred to in sections 291(9), 292(3), 294(9), 295(3), 324(6), 324(8), 355(7), 355(9), 356(5) or 1458(4) of the Principal Act as applied by these Regulations commits an offence.

(2) Where an offence under paragraph (1) 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 -

(a) a member of the qualifying partnership,

(b) a director of such a member, or (c) 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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