Companies (Accounting) Bill 2016 - A Letter to the Minister and a Template for You

What is going on?

As you well know the EU Directive 2013/34, in the form of the Companies (Accounting) Bill 2016 is late. It is not just a little bit late. It is really really really late! The EU Directive should have been transposed into Irish Law by 20th of July 2015. 20 months later this has still not happened and there seems to be no sense of urgency in relation to getting the Bill which was published on the 3rd of August 2016 enacted into legislation.

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Financial Statement Transition Under the Companies Act 2014

The Companies Act 2014 was always going to be commenced on 1st of June 2015. It was previously stated that the transition process would be as gentle as possible allowing companies and their advisors move easily from the 1963 to 2013 Companies Acts platform to the new legislation. The commencement order giving effect to the legislation (S.I. 169 of 2015) was eventually published on 1st of May 2015.

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The All New Audit Exemption

Audit Exemption

The Companies Act 2014 (CA 2014) has been in gestation for almost 15 years. While there are many innovations and welcome developments in the legislation one of the most eagerly anticipated elements of the new act, from the perspective of the accountancy profession, is Chapter 15 of Part 6, which deals with Audit Exemption.

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The Companies Act 2014 - Clarity At Last

Ireland has waited 13 years from the date of the first Company Law Review Group Report in 2001 until December 2014 to actually get our new Consolidated Companies Act in the form of the Companies Act 2014. Although the Act was enacted on 23rd of December 2014, we had to wait a while longer for the issue of the related commencement order giving effect to the provisions of the Act.

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Lord of The Dance - Garret Takes to the Stage

Garret takes to the stage in a Strictly Come Dancing Spectacular later this month with his partner Berni in aid of The Irish Homeless Street League.

Our very own "Tiny Dancer" has been practising day and night for the big event. Some may say that he has actually found his calling in life! The "Billy Elliot" of the Accounting world, as he has come to be known, has been inundated with offers from the likes of the Bolshoi Ballet Company Moscow and The Royal Ballet School in London. Even Hollywood has been in touch in relation to remakes of Footloose and Dirty Dancing.

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Annual Return Filing Deadline – Are you Ready?

Many companies in Ireland will have a financial year end of 31st December. Under company law the accounts should be filed in the CRO with an Annual Return (Form B1) on an Annual Return Date (ARD) not more than 9 months after the financial year end. Most companies in Ireland will have a financial year end of 31st December.

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Friendly Societies and Industrial and Provident Societies - Update

The Registrar of Friendly Societies is responsible for the assessment and registration of applications and any subsequent amendment of rules which societies are obliged to render to the Registrar, and to ensure that registered societies meet their statutory obligations with regard to filing returns, which once registered are made available for inspection by the public.

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Charity Regulatory Authority – What You Need to Know Now!

The Charities Bill was published in 2007, enacted in 2009 and is being commenced in stages. The Charities Regulatory Authority, which was a key innovation under the act, was established on 16th October 2014 by Ministerial Order in the wake of certain revelations in the charity sector. With the increased transparency the Regulator will bring to the sector the hope is that public trust and confidence will be restored.

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Removal of Directors - Seek Advice Before You Act

Removal of Directors – Seek advice before you act! Sometimes the simplest of changes can be the most problematic. The power to appoint a Director is typically delegated to the Board of Directors in the Articles of Association. However when it comes to the removal of a director, this power rests with the members (shareholders).

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Redemption and Buyback of Shares

The Companies Act, 1990 provides a mechanism for companies to use the company’s funds to redeem or buyback the shares held by a shareholder in the Company. The Act sets out the conditions that must be met before a company is in a position to redeem or buyback the shares.

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Allotment and Transfer of Shares

New Shareholders can be introduced to a company in 2 main ways, the allotment of shares and the transfer of shares. In their basic form, allotment and transfers are a simple procedure, however it is important to understand the basic requirements as these are the important part of more complex transactions like Share for Share Exchanges and Share for Undertaking.

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Directors' Duties

Directors are agents of the Company and are in a fiduciary position. The Companies Acts sets out duties and responsibilities to ensure that the Directors act correctly. At the heart of all the duties and responsibilities Directors must act in the best interests of the company at all times.

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Non-Filing Accounts Structure

You are probably in the middle of planning or performing the audits on your client companies. Have your clients ever asked you is there any way they can keep their accounts from being published or did their accounts come under the scrutiny of journalists last year?

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Company Meeting Requirements

A board meeting is a meeting of the Board of Directors. In order for Directors to exercise their powers they must do so collectively. The formal procedure for this it to convene a board meeting at which they will resolve and agree to exercise these powers for a particular purpose. Directors meetings are usually held frequently and are quite informal.

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Increase in Audit Exemption Thresholds

The Minister for Jobs, Enterprise and Innovation Richard Burton recently announced that the audit exemption thresholds will be increased to the maximum level permitted under EU Law. The increase in thresholds is part of the government’s target of a reduction of 25% in the red tape imposed by the Government on business.

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Availing of the Audit Exemption

Availing of the Audit Exemption Section 32 of Companies (Amendment) (No. 2) Act, 1999 (“the Act”) states that a private limited company may avail of an exemption from a requirement to have financial statements audited. In order for a company to be in a position to avail of the audit exemption, the Company must satisfy certain conditions pursuant to Section 32 (3) of the Act. Section 32 (3) (b) of the Act also states that the exemption is conditional to the timely filing of the annual returns at the Companies Registration Office. 

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Cessation of Office by an Auditor & Notifying IAASA

An Auditor may cease to hold the office of Auditor of a Company in a number of ways. These may include:-

  • Resignation from Office by the Auditor pursuant to Section 185 Companies Act 1990;
  • Removal of the Auditor from office by the company (pursuant to Section 160 Companies Act 1963;
  • Retirement by the Auditor at an Annual General Meeting and appointment of another Auditor.
  • A copy of the letter of resignation must be filed at the CRO where an Auditor resigns pursuant to Section 185.

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Main Provisions of the Companies Bill 2012

The Companies Bill 2012 was published on the 21st December 2012. The legislation, which comprises of over 1,100 pages of text is the most significant reform in Irish company law since 1963. The new Bill consolidates the 16 existing Company Acts as well as a number of statutory instruments and judgments.

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Small Companies & Audit Exempt Changes

On the 3rdof August 2012 the European Union (Accounts) Regulations 2012, Statutory Instrument No 304 was enacted. The new regulations had increased the size criteria for small companies. The balance sheet total was increased to €4.4 million and the turnover figure was increased to €8.8 million.

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Commencement Date Clarification for new Size Criteria for Small Companies and Audit Exemption Limits

When the Statutory Instruments No 304 for the revised Small Company criteria and No 308 relating to the new Audit Exemption limits were first announced in August, they caused some confusion as to what financial years the new thresholds could be applied to as the instruments did not make any reference to any commencement date when introduced.

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New Companies (Amendment) Act 2012

On the 4th July 2012, the new Companies (Amendment) Act 2012 was enacted. This new Act will become our 16th Companies Act, and despite the new Companies Consolidation bill being on the horizon there still may be one more to come before the unveiling of the Consolidation Bill.

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Mandatory E-Stamping of Share Transfer Forms

The Revenue have made regulations under Section 17A Stamp Duty Consolidation Act 1999, which impose mandatory electronic filing and payment of stamp duty returns. The regulations came into effect on the 1st of June 2011,and all stamp duty returns, where stamp duty is payable, must be filed electronically through the Revenue On-line Service (ROS), regardless of the date which appears on the instrument.

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MUDS Act 2011

The Multi-Unit Developments Act 2011 was enacted on 24th January 2011 which imposes new obligations on Developers and Owner Management Companies. As business advisors and particularly Auditors, you are in a position to advise these entities on their new requirements under the Act.

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Companies (Amendment) Act 2009

The Companies (Amendment) Act 2009 was passed by the Oireachtas and Seanad and signed into law effective of 12th July 2009. The new Act seeks to improve the transparency of loans made by companies that are banks to their directors and to persons connected with them; support the Director of Corporate Enforcement (“The Director”) in his efforts to enforce compliance with company law whether the company being investigated is a bank or not, and amend some existing provisions relating to Irish registered non-resident companies to meet EU Commission concerns

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Companies (Amendment) Bill 2009

The Government has moved quickly to amend provisions in the Companies Acts in light of the recent economic crisis in Ireland and in particular the banking crisis. On the 9th April 2009, the Minister for Enterprise Trade & Employment introduced the Companies (Amendment) Bill 2009.

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Limited Company Disclosure Requirements

Since 1st April 2007, every Irish Registered Limited Liability Company are required to disclose certain information on websites and on company electronic communications as a result of the enactment of the European Communities(Companies) (Amendment) Regulations 2007. These new regulations are an addition to the current disclosure requirements for business letters and order forms. The new regulations stem from the increase use of electronic communications and to give consumers some basic information in the interest of transparency.

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Will Central Bank fine on Financial Services Entity have impact on Accountants

The Central Bank recently gave a wake-up call to the firms and entities it authorises and regulates for investment business and banking activities. Under its regulatory powers of the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010 (CJA  2010) it levied a penalty of €65,000 on a regulated financial services provider for failures to meet the requirements of the CJA 2010.

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The Future of Financial Reporting

Since 2004 the ASB has been working on a new set of principles aimed at balancing the needs of preparers and users of accounts by simplifying current standards into a concise, coherent and updated form. The overall objective of the ASB is to enable users of accounts receive financial reporting information that is of high quality, readily understandable and proportionate to the size and complexity of the entity and user information needs.

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Employee Expenses in Revenue Reviews

There is no shortage of literature on the reimbursement of expenses to employees and yet this area is a constant source of problems in Revenue Reviews. Regardless of what scheme is being implemented – e.g. Country Money, Hauliers Scheme or some scheme based on the Civil Service model – there are clear guidelines as to how the schemes should be operated and what records must be kept.

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Change to the Audit Exmption Limits

On the 7th of August 2012 Statutory Instrument 308 of 2012 increased the audit exemption criteria. Under the new legislation a company can now avail of the audit exemption provided the turnover of the Company does not exceed €8,800,000 and the balance sheet total does not exceed €4,400,000.

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