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
Hi, I wondered where failing to give 21days notice of AGM and failing to inform all members would feature? Does the Director of Corporate Enforcement take this seriously in your experience?
Frank,
They might if a complaint was made so best to comply with legislation.
Seamus