Companies Act (Cap. 386), article 185

185. (1) Companies which on their balance sheet dates do not exceed the limits of a t l e a s t two of the following three criteria: - balance sheet total: five million euro (€5,000,000); - net turnover: ten million euro (€10,000,000); S.L. 386.31. - average number of employees during the accounting period: fifty (50), shall for the purposes of this Chapter be designated as "small companies" and shall be exempted from the requirement imposed b y article 177, with the exception of the obligations considered i n terms of the Corporate Sustainability Reporting Regulations for small companies which are public-interest entities. When this exempti on is applied, the information required in paragraph 3 of the Sixt h Schedule regarding the acquisition by a company of its own shar es shall be recorded in the notes to the accounts. (2) Private companies which on their balance sheet dates do not exceed the limits of at least two of the three following criteria: - balance sheet total: forty-six thousand six hundred euro (46,600); - net turnover : ninety-three thousand euro (93,000); - average number of employees during the accounting period: two (2); shall be exempted from the provisions of Chapter IX of Title I of Part V and from the requirements imposed by article 179 and the Third Schedule. (3) Where on its balance sheet date other than its first balance sheet date, a company exceeds or ceases to exceed the limits of two 128 CAP. 386.] COMP ANIES of the three criteria indicated i n sub-articles (1) and (2), th at fact shall affect the application of the derogation provided for in those sub-articles only if it occurs in two consecutive accounting pe riods. (4) The balance sheet total refer red to in this article shall be calculated by taking the amount of total assets shown in the ba lance sheet drawn up in accordance with generally accepted accounting principles and practice. (5) A parent company shall not be treated as qualifying as a small company in relation to an accounting period unless the gr oup of which it is parent qualifies as a small group. A group qualifie s as a small group in relation to an accounting period if it consists of parent and subsidiary undertakings to be included in a consolidation a nd which on a consolidation basis do not exceed the limits of two of the following three criteria on the balance sheet date of the paren t undertaking: - aggregate balance sheet total: five million euro (€5,000,000) net or six million euro (€6,000,000) gross; - aggregate turnover: ten million euro (€10,000,000) net or twelve million euro (€12,000,000) gross: - aggregate number of employees: fifty (50): Provided that the provisions of this sub-article shall not appl y to a parent company which is exempted from the requirement to prepare consolidated accounts in accordance with article 174. (6) The provisions of sub-article (3) shall apply to parent companies as though the referen ce to company were a reference t o parent company. (7) The aggregate figures shall be ascertained by aggregating the relevant figures determined in accordance with sub-articles (1), (2) and (5). In relation to the aggregate figures for turnover and balance sheet total, "net" mea ns with the set-offs and other adjustments required for the pre paration of consolidated accoun ts and "gross" means without those se t-offs and other adjustments; and a company may satisfy the re levant requirements on the basi s of either the net o r the gross figure. (8) The figures for each subsidia ry undertaking shall be those included in its individual accounts for the relevant accounting period, that is - (a) if its accounting period end s with that of the parent company, that accounting period; and (b) if not, its accounting period ending last before the end of the accounting period of the parent company. If such figures cannot be obtained without disproportionate expense or undue delay, the late st available figures shall be t aken. (9) The net turnover referred to in this article means the amoun ts derived from the sale of products and the provision of services after deducting sales rebates and value added tax and other taxes dir ectly linked to turnover. (10) In determining the average number of employees during the COMP ANIES [CAP. 386. 129 accounting period, for the purposes of this article - (a) in relation to whole-tim e employees, the average number of employees shall be that established on the basis of the following formula: - the aggregate number of full weeks worked during the accounting period by all the whole- time employees of the company divided by the number of full weeks comprised in that period, rounded off to the nearest number; and (b) in relation to part-time em ployees, the average number of employees shall be that established on the basis of the following formula: - the aggregate number of hours worked during the accounting period b y all the part-time employees of the company divided by the number of full weeks comprised in that period and again divided by forty, rounded off to the nearest number. Share capital in any convertible currency. Amended by: IV . 2003.82; L.N. 425 of 2007.