Offences under Companies Act 2014

The Companies Act 2014 provides for a four-fold categorisation of offences into Categories 1 to 4. Throughout the Act, offences are, as created, categorised as attracting a particular category of penalty. If there is an offence in a particular section of the Act it will state what the category of offence applies.

In Section 871, Chapter 7 of Part 14, those penalties are set out:

  • Category 1 offence – conviction on indictment can result in a term of imprisonment of up to 10 years or a fine of up to €500,000 or both;
  • Category 1 offence – summary conviction can result in a class A fine or imprisonment for a term not exceeding 12 months or both;
  • Category 2 offence – conviction on indictment can result in a term of imprisonment of up to five years or a fine of up to €50,000 or both;
  • Category 2 offence – summary conviction can result in a class A fine or imprisonment for a term not exceeding 12 months or both;
  • Category 3 offence – a summary offence only, attracting a term of imprisonment of up to six months and a “Class A fine” (or both); and
  • Category 4 offence – also a summary offence only, punishable by the imposition of a Class A fine.

A “Class A fine” is a fine within the meaning of the Fines Act 2010 (i.e. a fine not exceeding €5,000).

Reporting Offences

See our previous article on Statutory Auditors requirement to report Company Law Offences https://clscharteredsecretaries.ie/reporting-company-law-offences-information-for-statutory-auditors/

Auditors are required to report Category 1 & 2 offences to the Corporate Enforcement Authority (“CEA”). Click here for a link to the report https://cea.gov.ie/Portals/0/Forms/CEA_Indictable_Offences_Form_Final.docx?ver=JxFZd2GwqwxbMMAx7CkN7Q%3D%3D#:~:text=A%20recognised%20body%20of%20accountants,member%20of%20the%20body%20concerned.

List of Offences

Leaflet 29 from the Companies Registration Office details some of the offences. https://www.cro.ie/Portals/0/Leaflets/Leaflet%2029%20v3.pdf

The ODCE (now the Corporate Enforcement Authority) also published a list of offences. https://www.accaglobal.com/content/dam/ACCA_Global/Technical/buslaw/category-1-and-2-offences.pdf

NB: The content of this article is provided for information purposes only and does not constitute legal or other advice.

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