Companies Act 2014

347.

Documents to be annexed to annual return: all cases

347. (1) Subject to the provisions of this Part, there shall be annexed to the annual return a copy of the following documents that have been, or are to be, laid before the relevant general meeting:

(a) the statutory financial statements of the company;

(b) F173 [ subject to subsection (1A) , the directors report ], including any group directors’ report; and

(c) the statutory auditors’ report on those financial statements and that directors’ report;

and “relevant general meeting” in this subsection means the general meeting of the company held during the period to which the annual return relates or, if the most recent statutory financial statements of the company and the other foregoing documents have not been required to be laid before such a meeting, the next general meeting held after the return’s delivery to the Registrar before which those statements and other documents are required to be laid.

F174 [ (1A) Subsection (1)(b) shall not apply to a company that qualifies for the micro companies regime and has availed itself of the exemption, under section 325(1A) , from preparing a directors report. ]

(2) The reference in subsection (1) to a copy of a document is a reference to a copy that satisfies the following conditions:

(a) it is a true copy of the original save for the difference that the signature or signatures on the original, and any date or dates thereon, shall appear in typeset form on the copy; and

(b) it is accompanied by a certificate of a director and the secretary of the company, that bears the signature of the director and the secretary in electronic or written form, stating that the copy is a true copy of the original (and one such certificate relating to all of the documents mentioned in subsection (1) suffices and the foregoing statement need not be qualified on account of the difference permitted by paragraph (a) as to the form of a signature or of a date).

(3) Where any document referred to in subsection (1) that has been annexed to the annual return is in a language other than the English language or the Irish language, there shall be annexed to each such document a translation of it in the English language or the Irish language certified in the prescribed manner to be a correct translation.

(4) Every document annexed to the annual return in accordance with subsection (1) shall cover the period—

(a) in the case of the first annual return to which such documents are annexed — since the incorporation of the company, and

(b) in any other case — since the end of the period covered by the statutory financial statements annexed to the preceding annual return,

and shall be made up to a date falling not more than 9 months before the date to which the annual return is made up.

(5) If a company fails to comply with subsection (1), (3) or (4), 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.

Annotations

Amendments:

F173

Substituted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 50(a), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.

F174

Inserted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 50(b), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.

Modifications (not altering text):

C71

Section applied with modifications (1.01.2020) by European Union (Qualifying Partnerships: Accounting and Auditing) Regulations 2019 (S.I. No. 597 of 2019), reg. 22, in effect as per reg. 1(2), (3).

Application of section 347 of Principal Act

22. Section 347(1) of the Principal Act shall apply to a qualifying partnership as if it read:

“(1) Subject to the provisions of this Part, there shall be annexed to the annual return a copy of the following documents:

(a) the statutory financial statements of the qualifying partnership;

(b) the partners’ report, including any group partners’ report;

(c) the statutory auditors’ report on those financial statements and that partners’ report.”.

C72

Application of subs. (5) 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.

...