The Companies (Accounting) Act 2017
Commenced on June 9th 2017
The Companies (Accounting) Act, 2017 (the “Act”) was commenced on 9 June 2017 bringing the most significant changes to Irish Company law since the Companies Act 2014 (the “2014 Act”). The new Act has introduced amendments to the 2014 Act, with application for the accounting related provisions to financial periods beginning on or after 1 January 2017.
The Act sets out amended criteria for Companies to qualify as either “small”, “medium" or “large” as well as providing a new simplified regime for smaller companies that qualify as “micro” companies.
Micro Company - For a Company to qualify as a micro company, the company must meet two of the following three criteria , in both the current and the previous financial period:-
- Turnover not exceeding €700,000
- Balance sheet total not exceeding €350,000
- Average number of employees not exceeding 10
The financial statements of a micro company will not be required to include details of the directors’ remuneration or include a directors report. A company may apply the provisions relating to micro company to financial periods commencing on or after 1 January 2015.
Small and Medium Companies – The new thresholds in the Act for companies to qualify as small or medium are as follows (old thresholds in brackets):-
|Net Turnover||€12M (€8.8m)||€40M (€20M)|
|Balance Sheet Total||€6M (€4.4m)||€20M (€10M)|
Filing of Financial Statements
In addition to the above, please note that the Act also contains a number of changes in relation to the filing of financial statements, the most significant of which are:-
Abridged Financial Statements - No longer available for medium size companies. Both small and micro companies will be permitted to abridge their financial statements.
Consolidated Financial Statements - A medium sized company that is a parent company within a group will be required to prepare and file consolidated financial statements.
Unlimited Companies – The Act will require designated unlimited companies to file financial statements for financial statements commencing on or after 1 January 2017. Many companies currently avail of structures within which unlimited companies with a particular ownership structure are exempt from publically filing accounts and financial statements. Further for those unlimited companies which have limited liability subsidiaries they will also have to file their financial statements with effect from 1 January 2022.
Investment Public Limited Companies (PLC’s) - Part 24 Investment PLC’s will now be required to file their financial statements with the Companies Registration Office.
Section 357 Guarantees – The Act amends section 357 of the 2014 Act such that a subsidiary company filing consolidated parent company reports and financial statements must have a guarantee from the parent which covers any ‘commitments entered into by the company’ as well as the liabilities as was previously required.
Other Key Changes
Unlimited Company Names – Under the 2014 Act Unlimited Companies are required to have “Unlimited Company” or “UC” at the end of the company name unless an exemption to such was obtained from the Minister for Jobs, Enterprise and Innovation. Under the Act such exemptions will now no longer be available although companies which have already obtained such an exemption will remain exempt until the expiry of same.
Branch Definition – Under the Act the definition of External Companies has been expanded to include a non-Irish undertaking of which the members’ liability in respect of such undertaking is unlimited and which is a body corporate whose members have limited liability. This will allow for the registration of branches in Ireland for overseas Unlimited Companies for which such registration was previously unavailable.
Credit Institution Definition – Under the 2014 Act a Private Company Limited by Shares that fell within the definition of a Credit Institution was required to register as a Designated Activity Company (“DAC”). Under the Act the definition of a Credit Institution has been clarified as “a company or undertaking engaged in the business of accepting deposits or other repayable funds from the public and granting credit for its own account”. Such clarification removes the ambiguity around which companies fall under the classification of Credit Institution and therefore the company type that must be chosen
This is a very technical piece of legislation and Company Directors will need to consider how the Act may impact on their company in relation to the preparation and filing of financial statements at the Companies Registration Office.
Did you know...
That effective from 1 June 2017, the Companies Registration Office (CRO) introduced mandatory electronic filing for the submission of the following documents:-
B1 Annual Return including financial statements which must be uploaded in a pdf format
B2 Change of Registered office
B10 Change of director and/or secretary, or a change in their particulars
B73 Nomination of a new annual return date
This will apply to all Irish Companies. Paper format of these documents is no longer acceptable by the Companies Registration Office since 1 June 2017.
By allowing Deloitte act as your e-filing agent, we can file the above statutory forms and financial statements using our specialist software and pay all filing fees and any late filing penalties which MUST be paid electronically through our CRO Customer Account.
Contributed to by Linda Murray and George Alton
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