Revision of Financial Statements and/or Directors’ Report

Under the Companies Act 2014, it is possible rectify financial statements that have been filed with the CRO which are incorrect. Where copies of the original Financial Statements or original director’s report have been laid before the company in a general meeting or delivered to the Registrar, all revisions should be made with reference to s.366 to s.379, CA 2014. If the company becomes aware of an error in the Financial Statements, they should correct the error and file the corrected documentation with the CRO not more than 28 days after the date of revision.

The Form B1X is used when filing revised Financial Statements.

The revision can be in any of the following forms depending on what type of error is being revised

  • a Supplementary Note; or, 
  • a revised Directors’ Report: or, 
  • revised Financial Statements.

The revised Financial Statements or Directors’ Report shall become the company’s statutory Financial Statements or Directors’ Report for the relevant financial year from the date of their approval by the Directors of the company (s.373 CA 2014). The original Financial Statements or Directors’ Report shall remain on the Register (s.376(6) CA 2014).

The revisions to the Financial Statements must be signed and dated in the same manner as the original Financial Statements and a revision by Supplementary Note should be signed in the same manner as the original Balance Sheet (s.368 CA 2014).

Revision of the Directors’ Report by Supplementary Note
A supplementary note can be used where the reason for revision is an omission or a correction to the directors’ report, in the case where additional information does NOT affect other information included in the report. In all other cases a revised Directors’ report must be filed. Where the revision to the Directors report is by Supplementary Note, the note should include a statement by the Directors in a prominent position:

  • that the note revises in certain respects the original Directors’ Report and now forms a part of the original Directors’ Report. 
  • that the Directors’ Report is revised at the date of the original Directors’ Report and does not deal with events since that date.

Revision of Financial Statements by Supplementary Note
A Supplementary Note can be used where the reason for the revision is an omission or a correction to a note to the Financial Statements and where the amounts and presentation of statements required by the financial reporting frame work are NOT affected. In all other cases revised Financial Statements must be filed. 

Where the revision to the Financial Statements is made by Supplementary Note, the note should include a statement by the Directors in a prominent position:

  • that the note revises in certain respects the original statutory Financial Statements and now forms a part of those Financial Statements
  • that the Financial Statements have been revised at the date of the original Financial Statements and do not deal with events since that date.

Revision of the Directors’ Report by replacement
Where the Revision replaces the Directors’ Report

The revised Directors’ Report must include a statement from the Directors in a prominent position stating that:

  • the revised Directors’ Report replaces the original Directors’ Report.
  • the revised Directors’ Report is prepared as at the date of the original report and does not deal with events since that date, and 
  • the respects in which the Directors’ Report did not comply with the Companies Act 2014. 
  • any significant amendments made important by the corrections.

Statutory Auditors report on the revised Directors’ Report
Where the original Financial Statements were audited and only the Directors’ report is revised, the auditor will prepare a report (s372 CA 2014). The report will give the Auditor’s opinion whether the information given in the revised report is consistent with the original statutory Financial Statements.

Revision of the Financial Statements by replacement
Where the Revision replaces the Financial Statements, the Director’s Statement on the revised Financial Statements must state in a prominent position that

  • The original Financial Statements for that year are replaced. 
  • The revised Financial Statements are now the statutory Financial Statements for that year.
  • The revised Financial Statements have been prepared as at the date of the original Financial Statements and do not deal with events since that date. 
  • How the original Financial Statements did not comply with the requirements of the CA2014. 
  • Any significant amendments made consequential upon the remedying of these defects.

Statutory Auditors report on the revised Financial Statements and revised report (s370 CA 2014)
Where the original Financial Statements were audited or the revision means a loss of Audit exemption, the auditor will prepare a revised Auditors Report (s391, CA2014), and a report under s370, CA2014 giving an opinion whether :

  • The revised Financial Statements have been properly prepared
  • A true and fair view as at the date of the original Financial Statements is given 
  • In the statutory auditors opinion the original Financial Statements failed to comply with the requirements of the Act with reference to the Directors’ Statement required by s368(2) CA2014 
  • The information contained in the Directors’ report (or revised Directors’ report) is consistent with the revised Financial Statement.

If the company’s original Financial Statements were audit exempt and the revision does not change this, an auditor’s report is not needed.

Loss of Audit Exemption as a result of a revision
Where the effect of the revisions means that a company that had claimed audit exemption does not qualify for audit exemption an auditor’s report must be filed within 2 months of the revision.

Next Year - next Financial Statements filed must refer to the revision
Where the statutory Financial Statements for any year are revised, the next statutory Financial Statements after the date of revision must refer to the revision and provide particulars and reason for the revision.