Issue 91 - Note re: Signing Certification of Accounts
REMINDER OF SIGNING AND CERTIFICATION REQUIRMENTS OF THE COMPANIES ACTS - ACCOUNTS:
The Companies Registration Office would like to remind presenters of the requirements of the Companies Acts, 1963 to 2009, in relation to the signing and certification of accounts documents filed with the CRO.
The legal position is as follows:
(1) The accounts are statutorily required to be signed by 2 directors - Section 156(1) Companies Act 1963:
(a) Where the directors of a company prepare Companies Act individual accounts, every balance sheet and profit and loss account of the company shall be signed on behalf of the directors by 2 of the directors of the company.
(b) Where the directors of a company prepare IFRS individual accounts, every balance sheet and profit and income statement of the company shall be signed on behalf of the directors by 2 of the directors of the company.
(2) Section 156(3) provides that "If any copy of a balance sheet or profit and loss account which has not been signed as required by this section is issued, circulated or published, the company and every officer of the company who is in default shall be guilty of an offence and liable to a fine not exceeding EUR 1,904.61"
(3) In relation to the directors' report - Section 158(2) Companies Act 1963 provides that this report "shall be signed on behalf of the directors by two of the directors of the company".
(4) In relation to the auditors' report - Section 193 Companies Act 1990 provides in (4D): "The auditors' report ...(a) shall be signed and dated by the statutory auditors". See CRO ezine of 02/12/10 re signing of Auditors' Reports.
(5) In respect of the auditors' report for financial years commencing on or after 20 May 2010, the requirement that the auditors' report be signed is contained in Regulation 57 of the EC (Statutory Audits) Directive 2006/43/EC) Regulations 2010.
Regulation 57(a) deleted paragraph (a) of section 193(4D) Companies Act 1990 and the following was inserted:
"(4G) (a) The auditors' report shall state the name of the auditor and be signed, as provided for in paragraph (b), and dated".
(6) Regulation 15(3) of S.I. No. 39 of 2002, Companies Act 1990 (Form and Content of Documents Delivered to the Registrar) Regulations 2002 provides that: "If a document is required to be signed -(a) the signature shall be the original, handwritten signature of the person, and (b) the date of the signature shall be stated on the document".
(7) With regard to what has to be filed with CRO, Section 7(1) of the Companies (Amendment) Act 1986 requires a copy of the company's individual accounts, and a copy of the report of the auditors on, and the report of the directors.. to be annexed to the company's annual return, with "each such copy" being required to "be certified both by a director and the secretary of the company to be a true copy of such individual... accounts or report, as the case may be, laid or to be laid before the AGM of the company for that year". The copy documents annexed to the annual return will contain photocopied signatures, as they are not the originals but copies, while the certification of those copies as true copies by a director and the company secretary will bear the original signatures of that director and the company secretary.
(8) As in the past, CRO will continue to accept an "Overall Certificate" in the case of full accounts, signed with original manuscript signatures by a director and secretary, naming each document (balance sheet, profit and loss account, directors' report and auditors' report) and stating that each is a true copy of that which was laid, or to be laid, before the AGM. In order for these to be true copies, they must include copy manuscript signatures on each document as unsigned documents cannot be "issued, circulated or published" as per Section 156 (3) of the 1963 Act (see (2) above).
Audited Abridged Accounts
(9) The "Overall Certificate" can only be used where full accounts are being filed - in the case of a company filing Audited Abridged Accounts, these accounts could not have been laid before the AGM as only full accounts should be laid before an AGM.
(10) In the case of Audited Abridged Accounts, the following is required: (i) Balance Sheet signed by two directors (original signatures only) certifying that they have relied on the specific exemptions contained in Sections 10 and 12 of the Companies (Amendment) Act 1986, and (ii) a copy of the Special Auditors' Report required by Section 18(3),(4)&(5) 1986 Companies (Amendment) Act and Section 193, 1990 Act, with the auditor's signature (original or manuscript) certified with original signatures by a director and secretary to be a true copy of such Special Auditors report.
Audit Exempt Abridged Accounts
(11) Audit Exempt Abridged Accounts must be signed under the audit exemption statement on the Balance Sheet by two directors - original signatures only. (see Information Leaflet No. 10 - Audit Exemption) For more information visit the CRO Website -Accounts Requirements.