The Companies (Accounting) Act 2017
Impact on Irish Investment Funds
The Companies (Accounting) Act 2017 (the “Act”) came into force on the 9th of June 2017 with most of the provisions becoming effective from that date and impacting financial periods commencing on and after 1st of January 2017. It makes amendments to the Companies Act 2014 to bring it into line with new EU accounting rules. The Act also makes a number of other amendments to the Companies Act 2014.
AIF investment companies and UCITS PLCs will now be required to file financial statements, statutory auditors' report and directors’ reports with the Company Registration Office (the “CRO”) not later than 11 months after the end of the company’s financial year which commenced on or after the 1st of January 2017.
Financial reporting and Auditors' report impact
- Section 100 amends the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011
An Irish domiciled UCITS PLCs must ensure that the statutory auditors' report is in compliance with the requirements of Section 336 of the Companies Act 2014 and the Statutory Audit Directive 2016.
- Section 101 amends the European Union (Alternative Investment Fund Managers) Regulations 2013 (S.I.No. 257 of 2013)
The statutory auditor’s report of an Irish domiciled or EU domiciled Alternative Investment Fund (“AIF”) must comply with (as applicable) (a) the requirements of Section 336 of the Companies Act 2014 if the fund is an Irish domiciled AIF and (b) the requirements of the Statutory Audit Directive 2016 of Ireland or of the home Member State of the EU AIF.
Information to be included in the Financial Statements
All sets of financial statements are now required to include the following:
- The name and legal form of the company;
- The place of registration of the company and the number under which it is registered;
- The address of its registered office;
- Where the company is being wound up, the information required by section 595 of the Companies Act. It shall contain a statement that the company is being wound up.
Directors’ Remuneration Disclosures
Payments to third parties for services of directors
UCITS PLCS and AIF investment companies will have to assess if any of their payments to an administrator, investment manager or other third party service provider were payments for services of directors.
Section 305 (A) of the Act introduces a new section to the Companies Act 2014. It is now a requirement in the directors’ remuneration disclosure in the financial statements to include any payments to or receivables by third parties for services of directors of the company or any of its subsidiaries or otherwise in connection with the management of the company (or its subsidiaries).
Third parties do not include the director or a person connected with the director, a body corporate controlled by the director or the company itself or any of its subsidiaries.
Directors’ Report – Impact for Public Interest Entities
Directors’ Report: For financial years beginning on or after the 17th of June 2016 the date of the last appointment of the statutory auditor or audit firm must be included in the Directors’ Report.
Companies are now required to file accounts electronically from the 1st June 2017. Paper documents are no longer accepted.