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
Where the problem is
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.
What the Companies Act 2014 requires
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.
The tool that solves it
Files 47, 48 and 49 of the IE-COMPANY package cover this situation. File 47 works through directors' remuneration and payments to third parties for a director's services. File 48 works through loans and other transactions in favour of directors, the particulars disclosed and the aggregates calculated. File 49 works through the credit institution position, the register of arrangements and the availability of the statement.
This situation is covered by these files from the pack IE-COMPANY
- File 47 · Disclosure of directors' remuneration and of payments to third parties
- File 48 · Disclosure of loans and other transactions in favour of directors
- File 49 · Credit institutions: disclosure of loans and the register of arrangements
Files for this situation
Free · this situation only
The working files named above cover this situation. You take them from your free ComplianceSME account when this situation arises, and you come back to the site for the next situation.
You take the starter pack first: PRINT_ME_FIRST.pdf, the training file T_TRAIN, the four volumes of the reference file T_HELP, and File 1, which builds the ENTITY_PASSPORT.md that the other files require. The situations open in your account once you have taken the starter pack.
Take the files for this situationThe free system
Free · with a free account
The ComplianceSME system for the Companies Act 2014 is free. It needs a free ComplianceSME account. It is engineered for Claude and runs in a dedicated Claude account. It holds 215 working files. You take the starter pack first, and after that the files for one situation at a time, as each situation arises.
The starter pack holds PRINT_ME_FIRST.pdf, the training file T_TRAIN, the four volumes of the reference file T_HELP, and File 1, which builds the ENTITY_PASSPORT.md that every other working file requires. Print PRINT_ME_FIRST.pdf and read it before any other file.
The system is engineered for Claude and runs in a dedicated Claude account. Upload the files, type START, and the system asks you one question at a time until it has built your documentation, citing the section at every point.
Take the starter packComplianceSME tracks the Companies Act 2014 and issues update files through the membership, so that you are never working from a superseded version. Membership
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