Companies Act 2014

377.

Small and medium companies

377. (1) This section has effect (subject to section 379(2) ) where the directors have prepared revised financial statements under section 366 and the company, prior to the date of revision, has, taking advantage of the exemption for a small F210 [ ] company conferred by section 352 , delivered to the Registrar abridged financial statements.

(2) Where the abridged financial statements so delivered to the Registrar would, if they had been prepared by reference to the matters taken account of in the revised financial statements, not comply with the provisions of this Act or, where applicable, of Article 4 of the IAS Regulation whether because—

(a) the company would not have qualified as a small F211 [ ] company in the light of the revised financial statements, or

(b) the financial statements have been revised in a manner which affects the content of the abridged financial statements,

the directors of the company shall have the following duty.

(3) That duty is to cause the company either—

(a) to deliver to the Registrar, within 28 days after the date of revision, a copy of the revised financial statements, together with a copy of the directors’ report and the statutory auditors’ report on the revised financial statements, or

(b) if, on the basis of the revised financial statements, the company would be entitled under section 352 to do so, to prepare revised abridged financial statements under section 353 F212 [ ] and deliver them to the Registrar, together with a statement as to the effect of the revisions made,

and F213 [ sections 352 and 353 ] shall be read as being applicable in the circumstances referred to in paragraph (b) as they are applicable in circumstances not falling within this Chapter.

(4) Where the abridged financial statements would, if they had been prepared by reference to the matters taken account of in the revised financial statements, comply with the requirements of this Act, or, where that Article is applicable, the relevant requirements of this Act and the requirements of Article 4 of the IAS Regulation, the directors of the company shall have the following duty.

(5) That duty is to cause the company to deliver to the Registrar—

(a) a note stating that the statutory financial statements of the company for the relevant financial year (specifying it) have been revised in a respect which has no bearing on the abridged financial statements delivered for that year, and

(b) a copy of the statutory auditors’ report on the revised financial statements.

(6) Revised abridged financial statements referred to in subsection (3)(b) or a note under subsection (5) shall be delivered to the Registrar within 28 days after the date of revision.

(7) If a director fails to comply with his or her duty under subsection (2) or (4), he or she shall be guilty of a category 3 offence.

(8) Without limiting the obligations of the directors of a company under this section or subsection (7), 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 subsections (3) and (5) are complied with in relation to the company.

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

(10) Section 347(2) applies for the purposes of the construction of references to a copy of a document in subsection (3) or (5) 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) .

(11) In this section “date of revision” means the date of revision of the original statutory financial statements.

Annotations

Amendments:

F210

Deleted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 63(a), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.

F211

Deleted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 63(b), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.

F212

Deleted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 63(c)(i), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.

F213

Substituted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 63(c)(ii), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.

Modifications (not altering text):

C92

Application of subs. (7) 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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C93

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. (1) A credit institution shall not qualify as a small or medium company for the purposes of Chapter 14 of Part 6 of the Principal Act.

(2) In addition to what is provided by paragraph (1) each provision of the Principal Act specified in the Table to this Regulation, in so far as it is not already disapplied by that Act to such an institution, shall not apply to a credit institution.

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Table

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Section 377 (Small and medium sized companies)

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C94

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. (1) An insurance undertaking shall not qualify as a small or medium company for the purposes of Chapter 14 of Part 6 of the Principal Act and any reference in that Part to a small or medium company shall be read as excluding a reference to an insurance undertaking.

(2) In addition to what is provided by paragraph (1), each provision of the Principal Act specified in the Table to this Regulation, in so far as it is not already disapplied by that Act to such an undertaking, shall not apply to an insurance undertaking.

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Table

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Section 377 (Small and medium sized companies)

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