Ireland · Financial statements, the annual return and audit

Disclosing directors' remuneration, payments to third parties and transactions in favour of directors

the Companies Act 2014 · sections 305, 305A, 306 to 309, 311 and 312

Remuneration disclosure is measured on an accruals basis, and that catches companies that report on a cash basis. The amounts to be shown for the purposes of section 305 for a financial year are the sums receivable in respect of that year, whenever paid, and, in the case of sums not receivable in respect of a period, the treatment section 306(2) sets out. A payment made after the year end for services in the year still belongs in that year's note.

Transactions with directors are disclosed whether or not they were lawful, which surprises companies that have already corrected the position. Where at any time during the financial year the aggregate of the amounts outstanding under all arrangements of the type described in section 307(3)(f) and (5)(b) exceeds 10 per cent of the relevant figure, section 307(10) requires the further disclosure it specifies. The disclosure duty and the prohibition in section 239 are separate obligations and both have to be answered.

Sections 305 and 305A require disclosure of directors' remuneration and of the related amounts the sections list, and section 306 sets the basis on which the amounts are determined. Sections 307 to 309 require disclosure of loans, quasi-loans, credit transactions, guarantees and other arrangements in favour of directors and connected persons, together with the particulars and the aggregates the sections specify.

Sections 311 and 312 carry the position for credit institutions. A credit institution must keep the register of arrangements section 311 describes, and the statement prepared under section 312 must be made available for a period of not less than 15 days ending with the date of the meeting (section 312(4)). The register and the statement are separate from the financial statements and are inspected separately.

Working files 47, 48 and 49 of the IE-COMPANY agent toolkit cover this situation. Working file 47 works through directors' remuneration and payments to third parties for a director's services. Working file 48 works through loans and other transactions in favour of directors, the particulars disclosed and the aggregates calculated. Working file 49 works through the credit institution position, the register of arrangements and the availability of the statement.

• Working file 47 · Disclosure of directors' remuneration and of payments to third parties
• Working file 48 · Disclosure of loans and other transactions in favour of directors
• Working file 49 · Credit institutions: disclosure of loans and the register of arrangements

ComplianceSME tracks the Companies Act 2014 and updates the toolkit on your account through the Compliance Complete account, so that you are never working from a superseded version. Compliance Complete

• Company size, the financial year and accounting records
• Preparing entity and group financial statements
• Notes on related undertakings, staff numbers, capital and financial assistance
• Approving and signing the financial statements and the directors' report
• The audit requirement, the audit exemption and the dormant company exemption
• Circulating the financial statements and delivering the annual return
• Revising defective financial statements and reports
• Appointing, removing and replacing the statutory auditor

The Irish library holds all 75 situations →