Under the Companies Act 2014 four Offence Categories have been established with associated penalties for each category.
Category 1 offences can result in imprisonment for up to 10 years and/or a fine of up to €500,000 on conviction on indictment or on summary conviction imprisonment for not more than 12 months and/or a fine not exceeding €5,000.
Category 2 offences can result in imprisonment of up to 5 years and/or a fine of up to €50,000 on conviction on indictment or on summary conviction imprisonment for up to 12 months and/or a fine not exceeding €5,000.
Category 3 offences are summary offences only and can result in imprisonment of up to 6 months and/or a fine not exceeding €5,000.
Category 4 offences are summary offences only and can result in a fine not exceeding €5,000.
Examples of category offences applicable are as follows:
Category 1
- Failure to draw up a Directors compliance policy statement on relevant obligations
- Committing certain offences relating to accounting records
- Knowingly trading fraudulently.
Category 2
- Offence for contravention of loans to directors or connected persons
- Failure to comply with provisions regarding Companies Act entity financial statements
- Failure to comply with provisions regarding IFRS entity financial statements
- Failure to comply with provisions regarding Companies Act group financial statements
- Approval and signing of statutory financial statements by board of directors which do not give a true and fair view
- Where a director signs a Directors’ report statement on relevant audit information knowing it was false or was reckless as to whether it was false and failed to take reasonable steps to prevent it being approved
- Approval and signing of abridged financial statements or accounts required to be annexed to the annual return not prepared in line with requirements of the Act.
- Failure to comply with the provisions laid down in the Act regarding the special report of the statutory auditors on abridged financial statements.
- Failure to facilitate the right of an auditor to information and explanations concerning the company
- Making false statements to statutory auditors
- Making false statements in returns or financial statements
- Blocking the director’s power to examine books and records
- Partaking in fraudulent acts within 12 months preceding winding up or any time thereafter
- Omitting material facts in a statement relating to company’s affairs and failure to report false debt
- Falsifying, concealing, destroying or otherwise disposing of documents or records
- Destruction, mutilation or falsification of books or documents in an attempt to defeat the law
- Fraudulently parting with altering or making omissions in books or documents
- Making a statutory declaration as to solvency without having reasonable grounds to do so
Category 3
- Trading under a misleading name
- Failure of a company to have at least one director
- Failure to keep copies of directors service contracts
- Failure to comply with the provisions of the Act in relation to Audit Committees
- Failure to comply with the requirements regarding the maintenance of the register of members
- Failure to properly convene an AGM when required
- Failure to take adequate precautions for guarding against falsification and facilitating discovery of such falsification, should it occur. where any register, index or minute book to be kept by a company is not kept by making entries in a bound book but by some other means
- Failure to comply with provisions relation to directors compliance statements
- Failure to record the terms of a contract between the company and the sole member of the company
- Failure to comply with the provisions in relation to the maintenance of the register of members interest
- Failure to comply with the provisions relating to the removal of members interest from the register
- Failure to comply with the obligation to prepare directors’ report for every financial year
- Failure to comply with the approval and signing arrangements regarding the directors’ report
- Failure to make a statement to be included in balance sheet if audit exemption availed of
- Failure to comply with requirements regarding the signature of statutory auditor’s report.
- Failure to comply with requirements regarding circulation of statutory financial statements
- Failure to comply with a request from a member to furnish them with relevant copies of the financial statements
- Failure to comply with the obligation to make an annual return
- Failure to comply with the obligation regarding the documents to be annexed to the annual return
- Failure to comply with the requirements regarding revised financial statements
- Failure to comply with the requirement for auditors to report to the registrar and the directors regarding deficient accounting records.
- Failure to comply with the provisions regarding the resignation of an auditor.
Category 4
- Failure to supply a member with a copy of the constitution and any amended version of it
- Use of incorrect company name
- Failure to issue share certificates in the prescribed manner
- Failure to comply with particulars to be shown on all company business letters
- Failure to record within 6 months minutes of directors meetings
- Failure to record minutes and resolutions of general meetings and failure to facilitate the inspection and copying of such minutes by the ODCE
- Failure where any liability arising from directors expenses is not discharged within six months