Accounts Filing Exemption
Most companies on the register are required to file accounts with their annual return by section 7 of the Companies (Amendment) Act 1986. This includes private limited companies and plcs. Companies which are not trading for the acquisition of gain by the members, however, are exempted by section 2(1)(a) of the 1986 Act from the accounts preparation and filing requirements under the 1986 Act.
Certain company types are required to file accounts by section 128 of the Companies Act 1963. In the main, these are public companies (i.e. companies limited by guarantee not having a share capital) which are not trading for the acquisition of gain by the members, and which are on the latter basis exempt from the accounts preparation and filing requirements imposed by the Companies (Amendment) Act 1986. Such companies, unless they fall into any of the three categories of company set out in the next paragraph, are required to file accounts with their annual return by section 128 of the 1963 Act.
Section 128 of the 1963 Act does not apply to (i) a private company or (ii) a company not having a share capital incorporated prior to 1972, which is formed for an object that is charitable and is under the control of a religion that was formerly recognised by the State under Article 44 of the Constitution and which exercises its functions in accordance with the laws, canons and ordinances of the religion concerned or (iii) a company which is exempted by order of the Commissioners of Charitable Donations and Bequests for Ireland from the application of section 128, being a company formed for charitable purposes not having a share capital. If any of the above company types is also a company which is "trading not for the acquisition of gain by the members", it is exempt under both the 1963 Act and the 1986 Act from filing accounts with its annual return.
The following companies are accordingly exempted from the requirement to annex accounts to their annual return:
(a) a private unlimited company;
(b) a private company not trading for the acquisition of gain by the members;
(c) a company not having a share capital incorporated prior to 1972, which is formed for an object that is charitable and is under the control of a religion which was formerly recognised by the State under Article 44 of the Constitution and which exercises its functions in accordance with the laws, canons and ordinances of the religion concerned and
(d) a company which is exempted by order of the Commissioners of Charitable Donations and Bequests for Ireland from the application of section 128 of the 1963 Act, being a company formed for charitable purposes not having a share capital.
An annual return filed by any company coming within the above 4 categories of company must have annexed to it an auditor’s report to the directors which confirms that the auditor audited the accounts for the relevant year and which includes within it the auditor’s report made to the members of the company pursuant to section 193 of the Companies Act 1990. A copy of such auditor’s report is required to be certified by a director and by the secretary of the company to be a true copy of that report and attached to the company’s annual return.
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