Medium Company

The directors of a company who meet the conditions set out below in respect of the financial year to which the directors report refers, must include in the Directors Report a compliance statement. This applies to relevant companies and to Public Limited Companies. It does not apply to Unlimited companies.

The requirements to be met are as follows:

(a) Its balance sheet total for year exceeds

• ● (i) subject to subparagraph (ii), €12,500,000;
• ● (ii) if a higher or lower amount is prescribed for the purposes of the definition of “relevant company’ in section 167(1) or for the purposes of section 225(7), under section 943(1)(i) by the Minister – the prescribed amount; and

(b) the amount of turnover for the year exceeds-

• ● (i) subject to sub-paragraph (ii), €25,000,000;
• ● (ii) if a higher or lower amount is prescribed for the purposes of the definition of “relevant company’ in section 167(1) or for the purposes of section 225(7), under section 943(1)(i) by the Minister – the prescribed amount;

Section 225 does not apply to a company that is of a class exempted under the terms of section 943(1)(g) as follows:

• ● (i) qualifying companies within the meaning of section 110 of the Taxes Consolidation Act 1997 (as inserted by section 48 of the Finance Act 2003); and,
• ● (ii) classes of other companies and other undertakings, if the extent to which or the manner in which they are or may be regulated under any enactment makes it, in the Minister’s opinion, unnecessary or inappropriate to apply those provisions or that provision to them;

The directors’ compliance statement shall contain the following

• ● i. An acknowledgement that they are responsible for securing the company’s compliance with its relevant obligations; and
• ● ii. A confirmation that the following matters have been done and if they have not been done specifying the reasons why they have not been done.

(a) the drawing up of a statement (to be known, and in this Act referred to as, a “compliance policy statement”) setting out the company’s policies (that, in the directors’ opinion, are appropriate to the company) respecting compliance by the company with its relevant obligations;

(b) the putting in place of appropriate arrangements or structures that are, in the directors’ opinion, designed to secure material compliance with the company’s relevant obligations; and

(c) the conducting of a review, during the financial year to which the directors’ report referred relates, of any arrangements or structures referred to in paragraph (b) that have been put in place.

The arrangements and structures referred to in (b) above may, if the directors of the company in their discretion so decide, include reliance on the advice of one or more persons employed by the company or retained by it under a contract for services, being a person who appears to the directors to have the requisite knowledge and experience to advise the company on compliance with is relevant obligations.

The arrangements or structures referred to in (b) above shall be regarded as being designed to secure material compliance by the company with its relevant obligations if they provide a reasonable assurance of compliance in all material respects with those obligations. Each director who fails to comply with this section of the Act shall be guilty of a category 3 offence.