Under Irish company law, there are certain requirements as to signing and certification of a company’s accounts to be filed with the Companies Registration Office. Failure to comply with these requirements means the company and every director is guilty of an offence and liable to a fine of up to €1,095.  

Documents to be Signed – Each balance sheet, P&L account and the directors’ report must be signed by two directors on behalf of all of the directors. The auditors’ report must also be signed and dated by the company’s auditors.

Form of Signatures – Signatures must be the original, handwritten signature of the person and the date of signature must also be given.

Documents to be Filed – A copy of the accounts, the auditors’ report and the directors’ report must be filed with a company’s annual return and each of these must be certified both by a director and the secretary of the company to be a true copy of such accounts or report, as laid or to be laid before the AGM of the company for that year. These copy documents annexed to the annual return will contain photocopied signatures of the two directors (as the requirement is to file copies rather than originals), while the certification of those copies as true copies by a director and the company secretary must bear the original signatures of that director and the company secretary.

Overall Certificate – The CRO will continue to accept an “Overall Certificate” in the case of full accounts, i.e. where the certification as true copies is signed with original manuscript signatures by a director and secretary, naming each document (balance sheet, profit and loss account, directors’ report and auditors’ report) and stating that each is a true copy of that which was laid, or to be laid, before the AGM.

The “Overall Certificate” cannot be used in the case of a company filing Audited Abridged Accounts or Audit Exempt Abridged Accounts.

Contributed by Ita O’Sullivan.

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