Companies Act 2014

332.

Approval and signing of directors’ report

332. (1) The directors’ report and, where applicable, the group directors’ report shall be approved by the board of directors making the report and signed on their behalf by 2 directors, where there are 2 or more directors.

(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 to approve and sign the report or reports concerned.

(3) Every copy of every directors’ report 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 it on behalf of the board of directors.

(4) If any copy of a directors’ report is—

(a) laid before the members, or otherwise issued, circulated or published without the report (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 report (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 3 offence.

(5) In subsection (4)“officer” includes any shadow director and de facto director.

Annotations

Modifications (not altering text):

C59

Section applied with modifications (1.01.2020) by European Union (Qualifying Partnerships: Accounting and Auditing) Regulations 2019 (S.I. No. 597 of 2019), reg. 19, in effect as per reg. 1(2), (3).

Application of section 332 of Principal Act

19. Section 332 of the Principal Act shall apply to a qualifying partnership with the following modifications:

(a) where the qualifying partnership is not a limited partnership, the partners’ report 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 partners’ report shall be approved by that general partner and shall bear the signature of that partner, or

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

C60

Application of subs. (4) 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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