Companies (Accounting) Bill 2016
The Companies (Accounting) Bill 2016 (the “Bill”), which transposes Directive 2013/34/EU (“the Directive”) into Irish law, was published earlier this year and is currently in the final stages of being enacted. The Bill makes considerable changes to unlimited companies’ filing requirements and we would therefore recommend that directors of unlimited companies review their corporate structures and consider whether they will be required to publish accounts under the new legislation.
We have set out below a summary of the proposed changes under the Bill. The Directive was due to be transposed by 20 July 2015 and therefore the Bill is expected to be enacted in January 2017.
Unlimited Companies – End of Non-Filing Structures
The Bill, as drafted, will abolish “non-filing structures” in their current form for unlimited companies (“ULCs”) and the scope for unlimited companies to avoid filing accounts will be reduced significantly.
The Bill achieves this by expanding the definition of a “designated ULC” in Section 1274 of the Companies Act 2014 to include additional corporate structures, which cannot avail of the accounts exemption. The new definition is very broad and provides (amongst others) that a ULC will be required to file financial statements if, at any time during the relevant financial year, it “has been a holding company of an undertaking which was at that time limited”.
It was expected that the Bill would require certain “non-filing structures” with non-EEA companies in the group to be required to file accounts. However, the Bill as drafted is much wider than originally envisaged and also appears to require simpler structures, such as an Irish ULC holding shares in an Irish limited company, to file accounts.
Therefore, if the Bill in its current form is enacted, most unlimited companies will be required to file accounts.
Effective date for new filing requirements
It is not clear when the new filing requirements will first apply and it may apply to financial years beginning on or after 1 January 2016. However, it is hoped that the changes will apply to financial years beginning on or after 1 January 2017 due to the delay in the publication of the Bill.
Confirmation of the financial year to which the changes will first apply will only be available once the Bill is enacted and the relevant section commenced by Ministerial Order.
Increase in Thresholds & Introduction of “Micro Company”
A summary of the existing and new thresholds proposed under the Bill are available here (a company must not exceed 2 of the 3 thresholds).
Accounting Compliance Requirements
The Bill also brings about some positive changes. The compliance requirements have been expanded, to increase the existing thresholds for “small” and “medium” companies and a new “micro company” has been introduced, with simplified compliance requirements. Micro companies will also be exempt from disclosing directors’ remuneration and from preparing a directors’ report.