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Companies (Auditing and Accounting) Act 2003
PART 3 Other Measures to Strengthen the Regulation of Auditors | ||||||
Amendment of section 182 of Act of 1990 (interpretation of Part X). |
34. —Section 182 of the Act of 1990 is amended as follows: | |||||
(a) in the definition of “public auditor” by substituting “1896 to 1993;” for “1896 to 1993.”; | ||||||
(b) by inserting the following after the definition of “public auditor”: | ||||||
“ ‘the Act of 2003’ means the Companies (Auditing and Accounting) Act 2003; | ||||||
‘the 1993 Regulations’ means the European Communities (Accounts) Regulations 1993 (S.I. No. 396 of 1993); | ||||||
‘the 1992 Regulations’ means the European Communities (Companies: Group Accounts) Regulations 1992 (S.I. No. 201 of 1992).”; | ||||||
(c) by renumbering that section as section 182(1) and inserting the following: | ||||||
“(2) For the purposes of sections 205B and 205D, each of the following is considered to be an affiliate of an auditor in a financial year: | ||||||
(a) if the auditor is a firm— | ||||||
(i) any other firm where, at any time during the financial year, both firms were under common ownership and control, | ||||||
(ii) any body corporate in which the auditor, any firm mentioned in subparagraph (i) or (iv) or any body corporate mentioned in subparagraph (iii) or (iv) was, at any time in the financial year, entitled to exercise or control the exercise of 20 per cent or more of the voting rights at a general meeting, | ||||||
(iii) any body corporate that was, at any time in the financial year, in the same group as a body corporate mentioned in subparagraph (ii), | ||||||
(iv) any other firm, or body corporate, that because of the use of a common name or corporate identity or the sharing of common professional services could reasonably be considered to be associated with the auditor, | ||||||
(b) if the auditor is an individual— | ||||||
(i) any partnership in which the auditor was, at any time in the financial year, a partner, | ||||||
(ii) any body corporate in which the auditor, any partnership mentioned in subparagraph (i) or any body corporate mentioned in subparagraph (iii) was, at any time in the financial year, entitled to exercise or control the exercise of 20 per cent or more of the voting rights at a general meeting, | ||||||
(iii) any body corporate that was, at any time in the financial year, in the same group as a body corporate mentioned in subparagraph (ii). | ||||||
(3) A reference in this Part to group accounts is to be construed as follows: | ||||||
(a) in accordance with the 1992 Regulations, in the case of an undertaking to which those Regulations apply; | ||||||
(b) in accordance with the Principal Act, in the case of any other undertaking.”. | ||||||
Amendment of section 187 of Act of 1990 (qualifications for appointment as auditor). |
35. —Section 187 of the Act of 1990 is amended as follows: | |||||
(a) by inserting the following after subsection (1): | ||||||
“(1A) A firm shall be qualified for appointment as auditor of a company or as a public auditor if— | ||||||
(a) at least one member of the firm is entitled to hold a practising certificate from a body referred to in subparagraph (i), (ii) or (iii) of subsection (1)(a) and is otherwise qualified under the applicable subparagraph for appointment as auditor of a company or as a public auditor, and | ||||||
(b) the particulars required by sections 199 and 200 in respect of such a member have been forwarded to the registrar of companies. | ||||||
(1B) A body referred to in subsection (1A) may grant a practising certificate to a firm that satisfies the conditions in that subsection, and, if a practising certificate is granted— | ||||||
(a) each member of the firm who from time to time during the currency of the certificate is qualified for appointment as auditor of a company or as a public auditor is deemed to hold the certificate, and | ||||||
(b) the name of such a member is deemed to be entered in the register of auditors.”; | ||||||
(b) in subsection (2), by substituting “corporate,” for “corporate.” in paragraph (g) and by inserting the following after paragraph (g): | ||||||
“(h) a person in whose name a share in the company is registered, whether or not that person is the beneficial owner of the share,”; | ||||||
(c) by inserting the following after subsection (13) (inserted by section 72 of the Company Law Enforcement Act 2001 ): | ||||||
“(14) An authorisation granted to a person under subsection (1)(a)(iv) ceases to have effect on the expiry of 3 years after the commencement of this subsection unless, within that 3 year period, the person becomes a member of, or becomes subject to the regulations of, a body of accountants recognised for the purposes of section 187. | ||||||
(15) On an authorisation ceasing to have effect under subsection (14), the person to whom it was granted ceases to be qualified for appointment as auditor of a company or as a public auditor.”. | ||||||
Amendment of Act of 1990 — new section 192A. |
36. —The Act of 1990 is amended by inserting the following after section 192: | |||||
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Amendment of section 194 of Act of 1990 (duty of auditors). |
37. —Section 194 of the Act of 1990 is amended as follows: | |||||
(a) in paragraph (b) of subsection (3A) (inserted by the Company Law Enforcement Act 2001 ) by substituting “access to books and documents” for “access to documents”; | ||||||
(b) in subsection (3A) by substituting “being information, books or documents” for “being information or documents”; | ||||||
(c) in subsection (4) by substituting “subsection (1), (3A), (5) or (5A)” for “subsection (1), (3A) or (5)”; | ||||||
(d) in subsection (5) by inserting “(other than an indictable offence under section 125(1) or 127(12) of the Principal Act)” after “an indictable offence under the Companies Acts”; | ||||||
(e) by inserting the following after subsection (5) (inserted by the Company Law Enforcement Act 2001 ): | ||||||
“(5A) Where the auditors of a company notify the Director of any matter pursuant to subsection (5), they shall, in addition to performing their obligations under that subsection, if requested by the Director— | ||||||
(a) furnish the Director with such further information in their possession or control relating to the matter as the Director may require, including further information relating to the details of the grounds on which they formed the opinion referred to in that subsection, | ||||||
(b) give the Director such access to books and documents in their possession or control relating to the matter as the Director may require, and | ||||||
(c) give the Director such access to facilities for the taking of copies of or extracts from those books and documents as the Director may require. | ||||||
(5B) Nothing in this section compels the disclosure by any person of any information that the person would be entitled to refuse to produce on the grounds of legal professional privilege or authorises the inspection or copying of any document containing such information that is in the person's possession.”. | ||||||
Amendment of section 198 of Act of 1990 (register of auditors). |
38. —The following is substituted for section 198 of the Act of 1990: | |||||
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Amendment of section 199 of Act of 1990 (provisions concerning register of auditors). |
39. —Section 199 of the Act of 1990 is amended as follows: | |||||
(a) by substituting the following for subsection (1): | ||||||
“(1) Subject to subsection (2), a body of accountants which has been recognised by the Supervisory Authority under section 191 shall, within one month after such recognition, deliver to the registrar of companies, the name and address of each of its members who is qualified for appointment under the Companies Acts as auditor of a company or public auditor.”; | ||||||
(b) in subsection (2) by substituting “whose recognition is continued under section 32 (2) of the Act of 2003” for “whose recognition is renewed”; | ||||||
(c) by inserting the following after subsection (2): | ||||||
“(2A) A body of accountants referred to in subsection (1) or (2) shall, as soon as possible but not later than 6 months after the event, notify the registrar of companies of any change in the particulars previously provided to him under the applicable subsection.”; | ||||||
(d) by inserting the following after subsection (3): | ||||||
“(3A) A person referred to in subsection (3) or in section 32 (6) of the Act of 2003 shall notify the registrar of companies— | ||||||
(a) at least once in each year during the currency of the authorisation referred to in that subsection or section, as the case may be, of the fact that the person holds the authorisation, | ||||||
(b) as soon as possible but not later than one month after the event, of any change in the particulars provided by the person to the registrar, and | ||||||
(c) as soon as possible but not later than one month after ceasing to hold the authorisation, of the occurrence of that event.”; | ||||||
(e) by substituting the following for subsection (4): | ||||||
“(4) If default is made in complying with subsection (1) or (2A), the body of accountants concerned shall be guilty of an offence.”; | ||||||
(f) by inserting the following after subsection (4): | ||||||
“(5) Information required to be delivered to the registrar of companies under this section shall be delivered in such form and manner as that registrar may specify.”. | ||||||
Amendment of section 200 of Act of 1990 (duty to keep registrar informed). |
40. —Section 200 of the Act of 1990 is amended as follows: | |||||
(a) by inserting the following after subsection (2): | ||||||
“(2A) A body of accountants referred to in subsection (1) or a recognised body of accountants referred to in subsection (2) shall, as soon as possible but not later than 6 months after the event, notify the registrar of companies of any change in the particulars previously provided to him under the applicable subsection.”; | ||||||
(b) by inserting the following after subsection (3): | ||||||
“(3A) A person referred to in subsection (3) shall notify the registrar of companies— | ||||||
(a) at least once in each year during the currency of the authorisation referred to in that subsection, of the fact that the person holds the authorisation, | ||||||
(b) as soon as possible but not later than one month after the event, of any change in the particulars provided by the person to the registrar, and | ||||||
(c) as soon as possible but not later than one month after ceasing to hold the authorisation, of the occurrence of that event.”; | ||||||
(c) by substituting the following for subsection (4): | ||||||
“(4) If default is made in complying with subsection (1) or (2A), the body of accountants concerned, or the recognised body of accountants concerned, shall be guilty of an offence.”; | ||||||
(d) by inserting the following after subsection (4): | ||||||
“(5) Information required to be delivered to the registrar of companies under this section shall be delivered in such form and manner as that registrar may specify.”. | ||||||
Amendment of Act of 1990 — new section 205A. |
41. —The Act of 1990 is amended by inserting the following in Part X after section 205: | |||||
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Amendment of Act of 1990 — new section 205B. |
42. —The Act of 1990 is amended by inserting the following in Part X: | |||||
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Amendment of Act of 1990 — new section 205C. |
43. —The Act of 1990 is amended by inserting the following in Part X: | |||||
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Amendment of Act of 1990 — new section 205D. |
44. —The Act of 1990 is amended by inserting the following in Part X: | |||||
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Amendment of Act of 1990 — new sections 205E and 205F. |
45. —The Act of 1990 is amended by inserting the following in Part X: | |||||
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Amendment of section 127 of Act of 1963 (annual return date). |
46. —Section 127 of the Act of 1963 (inserted by section 60 of the Company Law Enforcement Act 2001 ) is amended as follows: | |||||
(a) by substituting the following for subsection (1): | ||||||
“(1) The annual return of a company shall be made up to a date that is not later than its annual return date, except that the first annual return of a company incorporated after the commencement of section 46 of the Companies (Auditing and Accounting) Act 2003 shall be made up to the date that is its first annual return date.”; | ||||||
(b) in subsection (5) by inserting “, subject to subsection (8),” after “, the annual return date is”; | ||||||
(c) by substituting the following for subsection (8): | ||||||
“(8) Where the annual return of a company is made up to a date earlier than its annual return date, the annual return date shall thereafter be each anniversary of the date to which that annual return is made up, unless the company elects in the annual return to retain its existing annual return date or establishes a new annual return date pursuant to subsection (9).”. | ||||||
Amendment of section 128 of Act of 1963 (documents to be annexed to annual return). |
47. —Section 128 of the Act of 1963 is amended by substituting the following for subsection (6): | |||||
“(6) Nothing in this section requires the balance sheet of a private company or any document or report relating to the balance sheet, other than the report prepared in accordance with subsection (6B), to be annexed to the annual return. | ||||||
(6A) Nothing in subsection (4) or in section 2(1) of the Companies (Amendment) Act 1986 exempts any of the following companies from the requirement to annex to its annual return the report prepared in accordance with subsection (6B): | ||||||
(a) a private company not trading for the acquisition of gain by the members; | ||||||
(b) a company to which subsection (4)(c) applies; | ||||||
(c) a company in respect of which an order under subsection (5) is in force. | ||||||
(6B) The auditors of a company referred to in subsection (6) or (6A) shall prepare a separate report to the directors which— | ||||||
(a) confirms that they audited the accounts for the relevant year, and | ||||||
(b) includes within it the report made to the members of the company pursuant to section 193. | ||||||
(6C) A copy of the report prepared in accordance with subsection (6B) shall be certified by a director and by the secretary of the company to be a true copy of that report and shall be attached to the company's annual return.”. |