A Review of Company Law Offences and Penalties

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| Sinead Gortland

Companies Act 2014 categories offences 1 through 4 under Section 871 as;

  • 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).

Commonly the Act will reference offences for failure to file, included but not limited to the following sections; 

  • Section 128 – Directors: Category 3 Offence if no Director is present in an entity. For Limited companies this is one, for DAC, CLG, PLC and unlimited companies this is two.
  • Section 137 - Company to have director resident in an EEA state: If a Company does not have an EEA resident Director, a Bond under S.137 or Real and Continuous Link with Revenue this is a Category 4 offence. The Company may also enter involuntary strike off.
  • Section 149 - Register of directors and secretaries: Changes to Company Officer should be noted on Form B10 within 14 days – failure to do so is a Category 3 offence.
  • Section 343 - Obligation to make annual return: Failure to file annual returns is a category 3 offence. The Company may also enter involuntary strike off.
  • Section 281 - Obligation to keep adequate accounting records: Every company is obliged to keep adequate accounting records. Chapter 2 of Part 6 Companies Act 2014 goes into detail into how these records should be maintained. Breaches of these sections (281-285) would be a category 2 offence.

Certain Forms also under Companies Act are required to be filed within certain timelines and failure to do leads to category offences.

For example;

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Penalties

Certain offences come with immediate action from the CRO, included in this is the late filing of an annual return which incur a late filing fee of €100 with effect from the expiry of the company’s filing deadline, with a daily late fee of €3 accruing thereafter, up to a maximum of €1,200 per return.

Please note this blog is not exhaustive and does not cover all aspects of Penalties and Offences, please refer to Companies Act 2014, CRO Guidance and CEA for further information.

If you have any questions, or if you require any assistance, please get in touch with the OmniPro Corporate Consultants Team on 053 910 0000.

The contents of this article are meant as a guide only and are not a substitute for professional advice. The author/s accept no responsibility for any action taken, or refrained from, as a result of the material contained in this document. Specific advice should be obtained before acting or refraining from acting, in connection with the matters dealt with in this article.

Image of Sinead Gortland

About the Author

Sinead is a key member of the OmniPro Corporate Consultants Technical Support team providing advice and support in relation to Company Law and Company Secretarial procedures. In addition, Sinead is responsible for carrying out Section 343 applications to the District Court, Company Restorations, Annual Compliance, Company Conversions and Company Law Compliance. Sinead joined OmniPro in 2016 and quickly became an integral member of our Company Secretarial team. She started off her career in OmniPro as part of our Company Formations team building up her experience and knowledge before eventually moving into Company Secretarial. Sinead has a Masters Degree from Maynooth University.

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