Ireland: Irish Corporate Compliance Update

Welcome to our update on recent Irish corporate compliance developments.

We are working through interesting times, particularly in light of evolving US and European political climates, changes to the international tax landscape and recent Brexit developments. Against this backdrop, we continue to see significant strategic investment in Ireland by international companies and wanted to give you an update on key Irish corporate compliance topics which Irish companies should be focused on.

Please get in touch if you would like to discuss any of the below topics.

Director's Compliance Statement - Next Steps

Last year we saw Irish limited liability companies considering their obligations under Ireland's Directors' Compliance Statement regime for the first time. This regime applies to Irish limited liability companies with a turnover of more than €25 million and a balance sheet (gross assets) total of more than €12.5 million.

For those companies which took steps in 2016 to comply with these requirements, they will be obliged to conduct a review of the company's compliance measures during 2017.

For those companies which now fall within the relevant thresholds for the first time, the directors may need to consider whether the company should prepare a Compliance Policy Statement. Please reach out to your usual contact at Matheson for any assistance or with any queries you may have in relation to the Directors' Compliance Statement obligations.

Changes to Filing Obligations for Unlimited Companies

By way of reminder, draft legislation which, when enacted, will effectively require Irish unlimited liability companies to publicly file their annual audited financial statements, was published in the form of the Companies (Accounting) Bill 2016 (the "Bill").

In terms of applicable financial reporting periods, it was previously expected that the rule change would come into effect for accounts for financial periods beginning on or after 1 January 2016.  However, it is now expected that the first relevant period will be those commencing on 1 January 2017. The Bill was passed by the Irish legislature earlier this week and will be signed into law next week as the Companies (Accounting) Act 2017 (the "Act"), at which point the financial period to which the above rule change will apply will then be known.

Click  here for further details set out in our previous update on this development.

Update on Name Change Exemption for Unlimited Companies

The Companies Act 2014 introduced a requirement for Irish unlimited companies to include the words "unlimited company" in their names.  A number of unlimited companies have been successful in applying for a five year exemption to this requirement.

The Irish Government introduced an amendment to the Bill in recent weeks to remove the exemption, meaning that those companies which received a five year exemption will not be able to apply for renewal in 2021 and would be obliged to change their company name in advance of that date.  Exemptions already granted will not be affected by the change.

LTDs - Time to File Updated Constitution

The conversion deadline for Irish private limited companies to convert to either (i) the new form of private company limited by shares ("LTD"); or (ii) the designated activity company ("DAC") form was 30 November 2016.  Those companies which automatically converted to LTDs as of 1 December 2016 without filing a new form of LTD constitution should consider updating their constitutions (to replace the memorandum and articles of association currently publicly filed with the Irish Companies Registration Office ("CRO")) to bring them in line with the Companies Act 2014.

Irish Companies Registration Office - Changes to Electronic Filing Requirements

New procedural changes will shortly come into effect at the CRO in relation to the filing of certain forms. From 1 June 2017 it will be mandatory for Irish registered companies to file the following forms electronically:

  • B1 - Annual Return (including financial statements);
  • B2 - Changes of Registered Office;
  • B10 - Change of Director and / or Secretary, or in their Particulars; and
  • B73 - Nomination of a New Annual Return Date.

For many of our clients these new requirements reflect their current filing procedure, whereby we file returns electronically on the company's behalf and the 'wet ink' signature page confirmation is later submitted to the CRO. Therefore, in practical terms, these changes should not lead to any significant impact on our clients' current filing procedures. However, if you have any queries in relation to these new requirements please contact your usual contact at Matheson.

Beneficial Ownership Disclosure Regime

By way of reminder, the Irish Government introduced regulations to partly implement the EU's Fourth Anti-Money Laundering Directive in November 2016 in the form of the EU (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2016. This means that most Irish companies are obliged to gather and maintain current and accurate information about their "beneficial owners".  Further regulations are expected to be introduced shortly which will effectively assign responsibility to the CRO to maintain a central beneficial ownership register ("BOR").  Under these additional regulations, companies will be required to electronically submit details of beneficial owners via an online portal which is expected to be opened at the end of June 2017 with a three month period then permitted for companies to comply with the disclosure requirement. We will be individually contacting clients for which we maintain company registers in relation to their obligations under the new regime. In the meantime, more information on the new beneficial ownership disclosure regime can be found in our recent update  here.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
Similar Articles
Relevancy Powered by MondaqAI
Matheson
Matheson
 
In association with
Related Topics
 
Similar Articles
Relevancy Powered by MondaqAI
Matheson
Matheson
Related Articles
 
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
 
Email Address
Company Name
Password
Confirm Password
Position
Mondaq Topics -- Select your Interests
 Accounting
 Anti-trust
 Commercial
 Compliance
 Consumer
 Criminal
 Employment
 Energy
 Environment
 Family
 Finance
 Government
 Healthcare
 Immigration
 Insolvency
 Insurance
 International
 IP
 Law Performance
 Law Practice
 Litigation
 Media & IT
 Privacy
 Real Estate
 Strategy
 Tax
 Technology
 Transport
 Wealth Mgt
Regions
Africa
Asia
Asia Pacific
Australasia
Canada
Caribbean
Europe
European Union
Latin America
Middle East
U.K.
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions