Companies Act 2014

357.

Subsidiary undertakings exempted from annexing their statutory financial statements to annual return

357. (1) Where a company is a subsidiary undertaking of a holding undertaking that is established under the laws of an EEA state, the company shall, as respects any particular financial year of the company, stand exempted from the provisions of sections 347 and 348 if, but only if, the following conditions are satisfied:

(a) every person who is a shareholder of the company on the date of the holding of the next annual general meeting of the company after the end of that financial year or on the next annual return date of the company after the end of that financial year, whichever is the earlier, shall declare his or her consent to the exemption;

(b) there is in force in respect of the whole of that financial year an irrevocable guarantee by the holding undertaking of all F197 [ commitments entered into by the company, including amounts shown as liabilities in the statutory financial statements ] of the company in respect of that financial year;

(c) the company has notified in writing every person referred to in paragraph (a) of the guarantee;

(d) the statutory financial statements of the company for that financial year are consolidated in the consolidated accounts prepared by the holding undertaking;

(e) the exemption of the company under this section is disclosed in a note to those consolidated accounts;

(f) a notice stating that the company has availed itself of the exemption under this section in respect of that financial year together with—

(i) a copy of the guarantee and notification referred to in paragraphs (b) and (c), and

(ii) a declaration by the company in writing that paragraph (a) has been complied with in relation to the exemption,

is annexed to the annual return for the financial year made by the company to the Registrar;

F198 [ (g) the consolidated accounts of the holding undertaking are drawn up in accordance with the requirements of the Accounting Directive or in accordance with international financial reporting standards and are audited in accordance with Article 34 of that Directive; and ]

(h) a copy of the consolidated accounts of the holding undertaking together with the report of the auditors on them are annexed to the annual return of the company referred to in paragraph (f).

(2) 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.

(3) Section 299(7) (construction of certain references) shall apply to subsection (1) in a case where the holding undertaking referred to in subsection (1) is a company registered under this Act or an existing company.

(4) Section 347(2) applies for the purpose of the construction of the reference to a copy of a document in subsection (1)(h) of this section as it applies for the purpose of the construction of the reference to a copy of a document in section 347(1) .

Annotations

Amendments:

F197

Substituted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 55(a), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.

F198

Substituted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 55(b), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.

Modifications (not altering text):

C82

Subs. (1)(a) applied with modifications (1.01.2020) by European Union (Qualifying Partnerships: Accounting and Auditing) Regulations 2019 (S.I. No. 597 of 2019), reg. 26, in effect as per reg. 1(2), (3).

Application of section 357 of Principal Act

26. The reference in section 357(1)(a) of the Principal Act to every person who is a shareholder declaring his or her consent shall, in relation to a qualifying partnership, be construed as a reference to every person who is a partner, including a limited partner, declaring his or her consent.

C83

Application of section restricted (24.06.2015) by European Union (Credit Institutions: Financial Statements) Regulations 2015 (S.I. No. 266 of 2015), reg. 8, in effect as per reg. 1(2).

Non-application of certain provisions of Principal Act to credit institutions

8. ...

(3) Section 357 of the Principal Act shall not apply to a credit institution.

C84

Application of section restricted (17.06.2015) by European Union (Insurance Undertakings: Financial Statements) Regulations 2015 (S.I. No. 262 of 2015), reg. 6, in effect as per reg. 1(2).

Non-application of certain provisions of Principal Act to insurance undertakings

6. ...

(3) Section 357 of the Principal Act shall not apply to an insurance undertaking.