The Companies (Accounting) Act 2017

The Companies (Accounting) Act commenced on the 9^th June 2017 and applies to financial years beginning on or after the 1^st January 2017. The purpose of the new Act is to bring Irish law in line with new EU rules on the content and filing of financial statements. The majority of the changes in the new Act are amendments to Part 6 of the Companies Act 2014, which deals with financial statements, annual returns and audits of Irish companies. The key changes made are set out below:

Micro Companies
A new form of company called a “micro company” has been introduced. In order to qualify as a micro company, at least 2 out of the following 3 thresholds must not be exceeded:

1. Net turnover of no more than €700,000;
2. Balance sheet total of no more than €350,000; and
3. No more than 10 employees.

If a company qualifies as a micro company, they are subject to less burdensome filing and content requirements when preparing financial statements, such as new exemptions from declaring details of directors’ remuneration or filing a directors’ report.

Company Size Thresholds
The size requirements for different types of company have been amended. The changes have been set out in the below table, with the old figures in bold where relevant:

Large companies are those that exceed the threshold for medium companies.

Medium sized companies will no longer be able to file abridged financial statements – they must file full financial statements from the financial year beginning on or after 1^st January 2017. A medium sized company that is a parent company within a group will be required to prepare and file consolidated financial statements from the same period.

“Non-Filing Structures”
Under the 2014 Act, it was possible for Irish Unlimited Companies with at least one member being a non-EEA incorporated unlimited liability company to avoid the obligation to file public accounts while effectively maintaining the limited liability of their beneficial owners. However, under the 2017 Act, the definition of “Designated Unlimited Company” was expanded to cover this type of structure, and so companies availing of a non-filing structure are now required to publically file their accounts in the CRO.

Unlimited Companies with limited liability subsidiaries will be required to publically file their accounts from the 1^st January 2022.

Unlimited Company Names
Under the 2014 Act, it was possible for Irish Unlimited Companies to apply to the Minister for Jobs , Enterprise and Innovation for an exemption from the obligation to have the phrase “Unlimited Company” in their name. The new Act removes this exemption, but any Unlimited Company with an existing exemption will be able to keep it until it expires.

Branch Definition
Under the 2014 Act, foreign limited liability corporate entities who established a branch in Ireland were required to file accounts in the CRO. The new 2017 Act has expanded this obligation to include any non-Irish undertaking whose members’ liability in respect of such undertaking is unlimited and which is a subsidiary undertaking of a body corporate whose members have limited liability.

Merger Relief
Section 72 of the Companies Act 2014 provided for merger relief where the company being acquired in the merger was an Irish undertaking. The new 2017 Act expands the definition of “company” for this section so that merger relief can be claimed on all bodies corporate, including foreign companies.

Debt Securities
Finally, the new 2017 Act has clarified the position on debt securities held by a private company limited by shares which converted to an LTD where the debt securities were admitted to trading or listed before the 1^stJune 2015. The 2017 Act expressly provides that the 2014 Act’s restrictions on LTDs owning such securities apply only to those securities issued or listed after the 1^st June 2015.

For more information contact Michael Lavelle, Managing Partner.