Companies are required to keep proper books of account which give a true and fair view of the company's financial affairs. Companies are also required to disclose details of their accounts at the Annual General Meeting (AGM) and to attach a copy of those accounts to the annual return filed with the CRO. In addition, they are required to observe certain standards in the preparation of accounts, following specimen formats and disclosing certain information by way of notes to the accounts.
The Companies Acts 1963-2012 require directors of all companies to lay the following accounts and reports before the company members at the AGM:
- a profit and loss account (or an income and expenditure account if the company is not trading for profit)
- a balance sheet
- a directors' report
- an auditor's report
The annual accounts and directors' report must be signed on behalf of the directors by two directors.
The above-listed documents are required to be annexed to the annual return of a limited company on delivery to the CRO (section 7 Companies (Amendment) Act 1986). (Small and Medium companies have certain exemptions). In addition, there must be a certificate, signed by both a director and the secretary, certifying that the accounts and reports are true copies of those laid before or to be laid before the company's AGM.
If a company fails to comply with the requirements of section 7 of the 1986 Act, the annual return will be rejected by the CRO. In addition the company and every officer of the company who is in default will be liable to a fine not exceeding €2,500.
No accounts are required to be annexed to the first annual return which is delivered by a company post-incorporation. This return is required to be made up to the date which is six months after the date of the company's incorporation. Accounts are required to be attached to all subsequent annual returns filed by the company, unless it is a Private Unlimited Company.
Public limited companies and private limited companies prepare annual accounts in accordance with the Companies (Amendment) Act 1986. This Act brought into law the EC Fourth Directive on annual accounts of companies generally.
The accounts requirements for different company types and sizes are detailed in the following pages -
Public limited companies and private limited companies are required to prepare and file annual accounts in accordance with the Companies (Amendment) Act 1986. This Act brought into law the EC Fourth Directive on annual accounts of companies generally.
Not-for-profit limited companies:
Public companies with limited liability which are not trading for the acquisition of gain by the members are required to prepare and file accounts in accordance with the Companies Act 1963 (i.e. companies limited by guarantee and not having a share capital). A private limited not-for-profit company has no obligation to file accounts with the CRO( i.e a company limited by guarantee and having a share capital which is not trading for the acquisition of gain by the members).
The European Communities (Companies: Group Accounts) Regulations 1992 (S.I. 201 of 1992) brought into law the EC Seventh Directive on consolidated group accounts. The Regulations apply to all financial years commencing on or after 1 September 1992.
Banks and financial institutions:
Annual accounts and consolidated accounts of banks and other financial institutions must be prepared in accordance with the European Communities (Credit Institutions: Accounts) Regulations, 1992 (S.I. 294 of 1992). The Regulations apply to individual and group accounts drawn up in respect of every financial year beginning on or after 1 January 1993.
Annual accounts and consolidated accounts of insurance undertakings must be prepared in accordance with the European Communities (Insurance Undertakings: Accounts) Regulations 1996 (S.I. No. 23 of 1996). The Regulations apply to individual and group accounts of insurance undertakings drawn up in respect of every financial year beginning on or after 1 January 1996.
Unlimited companies and partnerships:
An unlimited company is not necessarily exempt from the requirement to file accounts as certain unlimited companies and partnerships (including limited partnerships) are obliged to prepare accounts and deliver them to the CRO. Accounts are required from such entities by virtue of the European Communities (Accounts) Regulations 1993 (S.I. 396 of 1993). Effectively, an unlimited company or partnership where all the members thereof who do not have a limit on their liability are companies limited by shares or by guarantee is obliged to file accounts. The Regulations apply to accounts prepared for financial years commencing on or after 1 January 1994.
Investment companies (including public limited companies with variable capital) file returns with the Central Bank. Reporting requirements for each authorised Collective Investment Scheme are set out in the letter of authorisation issued to each scheme. The following reports must be submitted to the Central Bank: Monthly, half-yearly and annual reports of the authorised fund; and Half-yearly financial and annual audited accounts of the related fund management company. See Central Bank website regarding Investment companies.
The reporting requirements for each authorised UCIT - collective investment scheme are set out in the letter of authorisation issued to each scheme. The following reports must be submitted to the Central Bank: Monthly, half-yearly and annual reports of the authorised scheme and Annual audited accounts of the related fund management company. See Central Bank website regarding UCITS.
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