Company Bureau Formations Ireland https://www.companyformations.ie Company Bureau Formations is Ireland's leading Company Formation, Business Registration and Company Secretarial Provider. Fri, 16 Feb 2018 11:15:19 +0000 en-US hourly 1 https://wordpress.org/?v=4.9.3 Staying on the right side of Ireland’s Tax Rules https://www.companyformations.ie/uncategorized/staying-on-the-right-side-of-irelands-tax-rules/ Tue, 13 Feb 2018 11:52:19 +0000 https://www.companyformations.ie/?p=6339 By Helen Dyulgerov ACA AITI
Head Accountant
Accounting & Bookkeeping Bureau
13th Feb 2018

Whether you are starting out in business or running a successful SME staying on-top of tax responsibilities is increasingly important. Nearly 80% of taxes in Ireland is collected for Revenue by Irish businesses and the role of Revenue authorities is largely counting and checking. In 2017 the tax collected was a record high due partially to Revenue enquiries, audits or investigations of taxpayers which yielded €492M. Revenue audits can be extremely costly to businesses as they disrupt normal business activities and can take months to resolve. Any business that requires a public licence could be unable to produce a tax clearance certificate to secure new contracts or retain existing work. In 2017 there were 24 tax and duty offences resulting in criminal convictions and 301 individuals were published on the List of Tax Defaulters. The list is published by the Revenue Commissioner and details are made available to the public, this could be detrimental to a business.
For these reasons, it is important to stay on the right side of Ireland’s tax requirements. Now that the tax clearance verification process has moved online it is also important to establish a tax compliance record throughout the year and not just at filing time. The following tips will assist you in keeping Revenue at bay.

Make Payments Before the Deadlines

This may seem obvious but making late payments can put you on alert at the Collector Generals’ office. The interest on unpaid and underpaid accounts is 8% per annum and 10% if VAT or PAYE. Any interest payments made are not tax deductible on your income tax or corporation tax liability for the year.

Make Payroll a Priority

The exchequer is heavily reliant on PAYE, employer PRSI brought in over €13B in 2017. Penalties are very heavy if there are discrepancies in your calculations and due to a change in the Finance Act 2017, it is now more costly to correct PAYE errors due to higher settlement amounts.

Link your Payroll

Most businesses use payroll software or outsource their payroll needs. Starting in 2019 nearly all businesses will be required to use a payroll system capable of connecting directly to Revenue’s system providing real-time information.

VAT Thresholds

If a new business’s income is under a certain threshold it is not required to register for VAT. The business is obligated to register for VAT if the turnover exceeds €37,500 for services or €75,000 for goods. VAT registered companies must charge VAT on their goods and services. VAT returns are calculated based on turnover and as a business grows the taxable amount grows, this could mean large interest and penalties.

VAT Rates

Accounting software is generally very good at managing VAT. Issues can arise when the wrong VAT rate is applied this should be monitored especially carefully if operating in the food sector where there are myriad Vat rates apply. Other issues may arise from the buying or selling of second-hand equipment or when buying/leasing property is involved.

Capital Gains Tax (CGT)

CGT is filed as part of the individual tax return, but this can be tricky because it is broken down into two pay periods:

  • Tax on gains on the first 11 months is paid on 15 December
  • Tax on gains in December is paid on 31 January

Company Directors

Directors have certain responsibilities under Irish tax law and may be regarded as self-employed. Directors who own shares of 15% or more are subjected to the same income tax filings as self-employed people. A personal tax return must be filed in October of each year even when no additional liability is due after PAYE.  If a director doesn’t file Revenue can increase their tax liability up to 10%.

Petty Cash

This may seem trivial, but an inspector of taxes may not see it that way. Normally there is no issue with reimbursing staff for expenses such as mileage or coffee runs but you must keep clear records including receipts, repayment amounts and the reason. When issues occur, it is often related to how the company reimburses rather than the amount that is reimbursed.

Shareholding

There is heavy tax law surrounding punitive taxes on funds transferred between the company and its shareholders. This is meant to prevent people from directing their earnings into companies (paying 12.5% tax) instead of accounting for them individually (paying tax, USC and PRSI). Be cautious when lending money to or borrowing from the company as private use of company assets can lead to unexpected taxes.

Industry Specific Rules

Certain businesses should be aware of certain rules applying to their industry. Building and meat processing businesses are subjected to Relevant Contracts Tax (RCT) and professional service providers to the Professional Services Withholding tax (PSWT). RCT and PSWT are tools for enforcing compliance in industries that can be difficult to regulate. Professionals in these industries will likely have experience falling on the wrong side of the rules which may require tax to be deducted from gross earnings.

Conclusion

Navigating the tax system can be tricky for businesses in Ireland, please review the Irish Tax Filing Deadlines to stay on top of the relevant deadlines. If you have any questions about the content covered in this article or if you would like more information on accounting or bookkeeping services, please contact the experts at Accounting & Bookkeeping Bureau on +353 1 6874523 or email info@accountingbureau.ie.

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Unlimited Companies: What is a PUC and a PULC and do we need them? https://www.companyformations.ie/blog/unlimited-companies-what-are-puc-and-pulc/ Tue, 30 Jan 2018 15:06:55 +0000 https://www.companyformations.ie/?p=5963 By Andrew Lambe, 30th Jan 2018

When the new consolidated Companies Bill was first published earlier this decade, it was interesting to note the new and renovated company types that were to be introduced. The updated Private Limited Company (LTD), which has no objects clause and can have a single director has been a big success and luckily didn’t end up being called a CLS (Company Limited by Shares) as was originally proposed. The CLS suffix would have required every Private Limited Company in Ireland on the register to change its name, so it was a relief that common sense prevailed in the end.

The Private Unlimited Company has been around a long time, however, accounts for just 2% of all companies in Ireland. They have been mainly utilised to avoid public disclosure of accounts, turnover and profitability, and an increase in the registration of same had been noted in the last few years. However, the new Companies (Accounting) Act 2017 is expected to reduce the numbers of companies exploiting this filing loophole. When it was commenced on the 1st June 2015, The Companies Act 2014 expanded unlimited companies into 3 different types:

  • ULC- A private unlimited company with a share capital
  • PULC- A public unlimited company without a share capital
  • PUC- A public unlimited company with a share capital

The ULC is the same as the traditional Private Unlimited Company. The overriding feature of unlimited companies is the absence of the protection of limited liability for its members. Should the company ever enter an involuntary liquidation, its members are liable on an unlimited basis for any debts of the company that cannot be discharged from the company’s assets.

The main difference between a Private Unlimited Company and a Public Unlimited Company (PUC or PULC) is that a Public Unlimited Company may, in certain circumstances, admit debt securities to trading or listing on any market (section 1248, CA 2014).

On examination of CRO records last week, it appears that these companies have not been embraced or utilised. There are only THREE PUC companies on the register, and NO PULC’s. The PUC companies on the register are as follows:

  • CORK DIOCESAN TRUSTEES PUBLIC UNLIMITED COMPANY
  • THE ROSS DIOCESAN TRUSTEES PUBLIC UNLIMITED COMPANY
  • RACE POINT III CLO PUBLIC UNLIMITED COMPANY

Race Point III CLO is a Central Bank regulated financial entity that has recently issued a prospectus. It was incorporated in 2005 and is a subsidiary of a Delaware-incorporated LLC. It is unclear from the joint website of the Diocese of Cork & Ross as to why these company types were being used. Cork Diocesan Trustees is a particularly old company, having registered in 1940 under The Companies (Consolidation) Act 1908.

For more information on Unlimited Companies, or should you have a requirement to register an Unlimited Company in Ireland, please don’t hesitate to contact us.

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What are the Irish Tax Filing Deadlines? https://www.companyformations.ie/blog/blog-what-are-the-irish-tax-filing-deadlines/ Fri, 12 Jan 2018 12:05:02 +0000 https://www.companyformations.ie/?p=5797 By Helen Dyulgerov ACA AITI
Head Accountant
Accounting & Bookkeeping Bureau
12th Jan 2018

This article lays out the important dates to be aware of in Ireland. These deadlines may be relevant to Registered Irish Companies, Sole Traders, Partnerships and/or individuals.

Corporation Tax

The date your company’s corporation tax return is due is dictated by the financial year-end. The return is due and payable by the 21st day of the 9th month after that financial year end, i.e. if the company has a year end of 31st December 2017 the corporation tax return is due by 21st September 2018.

The Form 46G, which includes details of certain supplier payments, is due at the same time as the corporation tax return.

In addition, a preliminary tax payment and/or declaration must be made for corporation tax purposes. For small companies (tax liability if less than €200k), this is due by the 11th month of the current financial year, i.e. for a company with a financial year end of 30th June 2018, preliminary tax is due by 21st May 2018.

VAT

VAT3 returns can be due on a monthly, bi-monthly, quarterly, 4 monthly, semi-annual or annual basis. Whichever period the return relates to, the return is due by the 19th day of the month after the end of that period, i.e. a VAT return for the period January February 2018 will be due by 19th March 2018.

The annual return of trading details is due by the 19th day of the month following the company’s financial year end, i.e. if the company has a year-end of 31st December 2017 the return is due by 19th January 2018.

VIES and Intrastat returns, where required, are due by the 23rd day of the month following the reporting period, i.e. an Intrastat for the period January 2018 will fall due by 23rd February 2018.

PAYE

P30 returns can be due on a monthly, quarterly or annual basis. Whichever period the return relates to, the return is due by the 14th day of the month after the end of that period, i.e. a P30 return for the period February 2018 will be due by 14th March 2018.

The annual P35, which is based on the calendar year, is due by 15th February 2018.

Relevant Contracts Tax (RCT)

RCT returns can be due on a monthly, quarterly or annual basis. Whichever period the return relates to, the return is due by the 23rd day of the month after the end of that period, i.e. a return for the period May 2018 will be due by 23rd June 2018.

Income Tax

Income tax operates on the basis of the calendar year. The return for the relevant year is due by 31st October of the following year, i.e. the return for the 2017 year is due by 31st October 2018.

Capital Gains Tax

The due date for Capital Gains Tax returns is determined by the date of disposal of the relevant item giving rise to the tax liability.

For disposals made between 1 December 2017 and 31 December 2017 the return is due by 31st January 2018.

For disposals made between 1 January 2018 and 30 November 2018, the return is due by 15th December 2018.

However, payment of any tax due is due with the individual’s personal tax return. (see above)

Capital Acquisitions Tax 

Similar to Capital Gains tax, the due date for Capital Acquisitions Tax returns is determined by the date of acquisition of the relevant item giving rise to the tax liability.

Where the item is acquired between 1 September 2017 and 31 August 2018, both the return and payment are due by 31st October 2018.

Extended Deadlines

For the majority of the above taxes, Revenue Commissioners operate and “pay and file” extension. However, this extension only applies where the relevant return and payment can both be made by the extended deadline. Best practice, therefore, indicates that the original deadline and not the extension should be used in planning out the year for your business and its tax returns.

Conclusion 

It is important to monitor these dates carefully to ensure the relevant deadlines are met as late filings can result in interest, surcharges and an increased possibility of selection for audit by the Revenue Commissioners. The deadlines outlined in this article are not a comprehensive outline for all companies. If you have any questions about the content covered in this article or if you would like more information on accounting services, please contact the experts at Accounting & Bookkeeping Bureau on +353 1 6874523 or email info@accountingbureau.ie.

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The Companies Accounting Act 2017 and your Unlimited Company https://www.companyformations.ie/blog/the-companies-accounting-act-2017-and-your-unlimited-company/ Wed, 01 Nov 2017 10:04:36 +0000 https://companyformations.ie?p=5538 By Philip Hayden, 1st Nov 2017

The introduction of the Companies Accounting Act 2017 has seen some significant changes in the type of unlimited company structures that can avail of non-filing of financial statements. The essence of this move is, to remove a loophole that enables an unlimited company to enjoy the protection of limited liability. This can occur by virtue of having limited liability companies in place as part of a shareholding structure.

This move will affect all unlimited company types but, with the most significant applying to the companies set out by the act as below:

i.)   has been a subsidiary undertaking of an undertaking which was at that time limited,
ii.)  has had rights exercisable in respect of it by or on behalf of 2 or more undertakings which were at that time limited, being rights which if exercisable by one of the undertakings would have made the ULC a subsidiary undertaking of it, or
iii.)  has been a holding company of an undertaking which was at that time limited.

A simple rule of thumb with the above, is that any unlimited company that during a particular financial year is connected to a limited liability entity or venture as part of a group structure will now be required to file financial statements. This will impact financial years that commence on or after the 1st of January 2017, as such, will likely come into effect for 2018 or 2019 when filing.

There are some caveats to the enforcement of this filing requirement. Several specific unlimited type companies will have differing rules based on the unlimited company type they are, e.g. non-designated unlimited companies or public unlimited companies. In addition, the above rules will not apply to the ‘complete’ unlimited group – in other words, if all entities in a group are standard unlimited in company type then the option for non-filing will remain.

It is also worth noting, that an exemption has been granted under this act which applies to unlimited holding companies with a limited liability subsidiary in its structure. This means that companies with this company type in their subsidiary structure will continue to avail of non-filing until the financial year commencing on or after the 1st of January 2022.

Another impact of the Companies Accounting Act 2017 on unlimited companies, is the removal of the mechanism to remove the suffix (e.g. ABC Unlimited Company) from a company name. While this will not affect existing exemptions, no further applications for this to take place will be accepted.

For more information on the impact of the Companies Accounting Act 2017 on your unlimited structure, filing of accounts or any other element of the Companies Accounting Act, feel free to contact Company Bureau on +353 1 6461625 or send any enquiry you may have to formations@companybureau.ie.

 

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New Employee Share Scheme ‘KEEP’ aims to reduce tax and retain key staff https://www.companyformations.ie/blog/new-employee-share-scheme-aims-to-reduce-tax-and-retain-key-staff/ Tue, 17 Oct 2017 09:53:54 +0000 https://companyformations.ie?p=5463 By Helen Dyulgerov ACA AITI
Head Accountant
Accounting & Bookkeeping Bureau
17th Oct 2017

As part of Budget 2018 Minister Paschal O’Donoghue announced the introduction of a Key Employee Engagement Programme or “KEEP” for short. The purpose of this programme is to encourage SME companies to incentivise employees through the award of share options, without creating a burdensome tax liability for the employee.

The Minister’s announcement was light on detail, however, it is expected that the programme will apply to unquoted SMEs and will result in the gain arising on the exercise of the share options being liable to Capital Gains Tax (CGT) rather than Income Tax, USC and PRSI. The benefit of this is that the current CGT rate is 33% as opposed to the marginal rate of personal taxes of 48.75%. The scheme is expected to apply to options granted between 1st January 2018 and 31st December 2023.

It is anticipated that the conditions for KEEP will emulate the conditions which apply to the Enterprise Management Incentive (EMI) Scheme which operates in the UK. This caps the value awarded to individuals at £25,000 with a maximum award of £3,000,000 allowed per employer. Under the EMI Scheme, the employer must be a UK resident trading company with assets of less than £30,000,000 and less than 250 employees. This incentive is available for share options granted between 1 January 2018 and 31 December 2023.

Further detail on the programme is expected to be announced in the Finance Bill. The programme is also subject to EU State Aid approval.

 

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The differences between Irish and UK Companies https://www.companyformations.ie/blog/the-differences-between-irish-and-uk-companies/ Fri, 13 Oct 2017 15:29:06 +0000 https://companyformations.ie?p=5448 By Sinead Floody, 13th Oct 2017

Why Choose Ireland?

This is a question we are asked a lot by entrepreneurs looking for the perfect location to set up their new business venture. With a lot of predictions being made by economists, it is still unclear as to how Brexit will directly affect Ireland and indeed, the UK itself. It is clear, however, that Ireland will remain in the EU and become the last English-speaking country in the union. Ireland already holds the title as the only English-speaking country in the eurozone, making it an attractive option for to those looking to gain access to the European market. With all the uncertainty that Brexit brings many UK companies are looking to move their head offices to Ireland and other in EU countries.

In this article, we will examine some of the key differences between incorporating a business in Ireland and the UK.

Company Types 

Both Ireland and the UK are cost-effective locations to incorporate a business and the company types available are relatively similar. The most popular company type for private and commercial businesses ventures is a Private Company Limited by Shares (LTD) in Ireland and a Public limited company (PLC) in the UK. In both countries, a limited company is a separate legal entity; shareholders and directors are not liable for the company’s debts. If the business fails, the members have liability only to the unpaid amounts on their shares.

In Ireland there is also the option of registering a Designated Activity Company (DAC), this is very similar in nature to an LTD. A DAC is suitable for companies that are incorporated to complete a specific or sole purpose and for legal reasons wish to have the company powers restricted (e.g. a Joint Venture). The UK has a company type called a Community Interest Company (CIC) which is similar to that of an Irish Company Limited by Guarantee (CLG), registered for charitable purposes.

All company types in Ireland are required to have a minimum of at least one director and a separate company secretary, in contrast with the UK, where a secretary is not required for a limited company. Ireland is flexible on this requirement, however, as a corporate entity or a non-resident natural person can sit as secretary of the company once they have the required knowledge to fulfil the appointment. Private companies in both the UK and Ireland can operate with only one shareholder/owner.

Companies in Ireland and the UK possess many similarities such as the requirement of a registered office in the jurisdiction in question and the requirement of an objects clause in non-for-profit entities. Both are easy to register and both can avail of audit exemption below certain thresholds.

Taxation 

Both Ireland and the UK charge corporation tax, however, the rates are notably different. Ireland charges just 12.5% corporation tax on trading profits as opposed to the high rate of corporation tax offered by the UK, at a staggering 20%. Ireland has double taxation agreements with more than 70 countries around the world, making it an attractive jurisdiction to do international business.

Legislation

Company Law in the Republic of Ireland (ROI) is more up-to-date – the Companies Act 2014 repealed the previous Companies Acts (1963-2013) and introduced new company registration requirements, removing the red tape from company formation. This new law introduced the option of having only 1 director on a limited company, similar to the existing rules in the UK. The UK is legislated by the Companies Act 2006, which by its name is more dated than the current ROI company law.

Ireland has also been awarded the highest Tax Transparency Rating by the OECD and is currently making efforts to implement the 4th and 5th EU Anti-Money Laundering (AML) Directive to ensure effective AML regulation.

Summary

To summarize, when choosing whether to register your company in either the Republic of Ireland or the UK, remember the following points:

•   Ireland’s corporation tax is an extremely low 12.5%, compared to the UK’s high rate of 20%
•   Ireland has up to date company law; the Companies Act 2014
•   Ireland is currently the only English-speaking member of the Eurozone once Brexit occurs
•   Ireland has no plans to exit the European Union
•   Ireland has recently been awarded the highest Tax Transparency Rating by the OECD
•   Ireland has double taxation agreements with a large number of countries around the world
•   It is now easier to register a company in Ireland with the introduction of the Companies Act 2014

Should you have questions on any of the topics covered in this article, please contact the company formation experts at Company Bureau.

 

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What is an Initial Public Offering (IPO)? https://www.companyformations.ie/blog/what-is-an-initial-public-offering-ipo/ Thu, 05 Oct 2017 14:20:21 +0000 https://companyformations.ie?p=5406 By Sinead Floody, 10th Oct 2017

An initial public offering (IPO) occurs when a private company offers shares of its stock for sale to the public on the open market for the first time. Typically, the shares are sold on a stock exchange, this process is also known as ‘Going Public’. By its very nature, this represents the first time the company will benefit financially from the public sale of its issued shares.

An IPO is usually carried out by smaller companies in an attempt to raise finances, but larger companies have been known to do it too. To initiate an IPO, the company will need the help of an underwriting firm or investment bank, who will do most of the work concerning the IPO.

The underwriting firm or investment bank will help the company to choose the type of security to issue, the asking price for the shares, the number of shares to be issued for sale and the timing of the IPO.

 

The IPO Process

The underwriting firm or investment bank takes the following steps to start the IPO process:

  • Formation of an external IPO committee, consisting of a Certified Public Accountant, Lawyers and Securities and Exchange Commission Experts
  • An audit of the financial statements of the company is carried out
  • Information about the company such as future performance is gathered and compiled into a “prospectus”
  • An admission document is provided to the current shareholders, outlining the plans for the IPO
  • The prospectus is filed with the Securities and Exchange Commission
  • A date is chosen for the IPO
  • The shares are placed on a stock exchange

Once the company has attained the minimum required capital level, then it can convert to a Public Limited Company (PLC). A PLC has more stringent requirements than that of a private company, such as;

  • A minimum of two directors
  • No option for dispensing with the AGM
  • A minimum issued share capital of €25,000
  • The name of the company must end with the suffix ‘Public Limited Company’

The Reasons for an IPO

The main reason a company would initiate IPO proceedings is to raise funds and allow the liquidation of shares. The capital earned from selling shares can influence a major boost in the growth of a business. For investors, IPOs are a significantly higher risk as opposed to purchasing currently traded stock. A deficiency of past data as well as (usually) a short time in business can increase the risk associated with purchasing recently issued shares.
“Going public” creates an opportunity for the existing shareholders (investors and founders) as well, they can sell some of their shares for a profit or they can choose to sell all of their shares if they want to ‘exit’ their investment.

Determining the Price of the Shares

In determining the price of the shares prior to the IPO, the underwriting firm or investment bank will look at internal factors such as the financial statements of the company, how profitable the company is, growth rates and external factors such as public trends and even investor confidence.

It should be noted that following the IPO, shares are sold between buyers and sellers on the open market, whereby the underlying company receives no compensation.

Considerations for Companies planning an IPO

A company that is not growing at a consistent pace is not ready for an IPO. The purchase of shares on any stock exchange requires investment and risk, so the company would have to have an attractive prospectus in order to get the attention of new potential shareholders. Companies considering an IPO need to look at an array of external factors such as how big the dedicated market is and if the market is buoyant. The company will also have to consider internal factors such as the predictability of their business as well as the strength of their product’s unique selling point.

A company should weigh up all the advantages and disadvantages before “going public”. The process is reversible but it can be potentially time-consuming and costly.

 

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EU Shareholders’ Rights Directive & Prospectus Regulation: How will the changes affect public companies and their shareholders? https://www.companyformations.ie/blog/eu-shareholders-rights-directive-prospectus-regulation-how-will-the-changes-affect-public-companies-and-their-shareholders/ Tue, 19 Sep 2017 11:39:46 +0000 https://companyformations.ie?p=5372 By Caitlyn Buchanan, 19th Sept 2017

The European Council have adopted amendments to the existing Shareholder Rights Directive to improve shareholder engagement and transparency of small publicly traded companies. The changes will give shareholders more say in the way a company is run, creating a system of checks and balances between those with a vested interest in the organisation. Additionally, changes to the EU Prospectus Regulation aim to improve access for small businesses looking to gain access to more diversified funding across the EU. The main points of each are summarised below, all changes are to be implemented within the next couple of years.

New EU Shareholders’ Rights Directive: EU/2017/828

As of 9 June 2017, the European Parliament has adopted the revised Shareholder’s Rights Directive EU/2017/828, which applies to companies that have a registered office in an EU Member State and whose shares are actively trading in a regulated EU market. The Directive has been revised to enhance shareholder engagement in listed companies, to increase transparency and address concerns raised about the short-term nature of investment strategies. The directive lays out the regulatory rules that will impact equity securities issuers, their investors and professional advisers. The EU Member States will have a two-year transposition period to implement the changes into domestic law, with completion no later than 10 June 2019.

The key changes are as follows:

  • Shareholder identification: Listed company shares are frequently held through a complex chain of intermediaries obstructing shareholder rights and engagement, especially in cross-border situations. Listed companies have the right to identify who their shareholders are and to communicate with them directly. Intermediaries will be required to communicate shareholder identity when requested by the company as well as pass on necessary information directly from issuers to shareholders and vice versa.
  • Transparency of proxy advisors: Institutional investors and asset managers often use proxy advisors to provide advice, research, and recommendations on how to vote in general meetings. Investors with diverse portfolios and foreign shareholdings rely more heavily on proxy recommendations. Proxy advisors will be required to be forthright and disclose key information about the preparation used when giving advice and recommendations. They will also be expected to report the code of conduct they applied.
  • Long-term engagement of institutional investors and asset managers: Institutional investors will need to annually disclose information to the public; explaining the main elements of their equity investment strategy. If they use asset managers, they should also disclose key elements of the arrangement between them, including the manager’s remuneration and incentives. In the case of non-compliance, an explanation must be provided.
  • Shareholders vote on compensation: Shareholders will have the right to hold a vote (binding or advisory) on the Director’s remuneration policy every four years. The policy should lay out all the components and range of pay and is to be publicly disclosed immediately following the vote held at the general meeting.
  • Transparency of party transactions: Transactions of a material nature may create risk or impact decisions of minority shareholders. These transactions must be to be submitted for shareholder’s approval and publicly disclosed to prevent a third party from taking advantage of its position and to protect the interests of the company and shareholders.

New EU Prospectus Regulation: EU/2017/1129

A prospectus is a legal document that companies issue to potential investors, it contains detailed information about the business, the securities they are issuing, the finances and shareholding structure. The revised Prospectus Regulation, EU/2017/1129, introduced 20 July 2017, aims to help businesses gain access to more diversified sources of funding across the EU. The new rules will lower regulatory hurdles that SMEs (Small and medium-sized enterprises) face when making public offers, making it easier and less costly to raise funds.

The following terms apply from 21 July 2018:

  • Exempt small capital raisingsPreviously, security offerings of less than €100,000 were exempt to regulation, however, the new rules will increase the limit to €1 million. Additionally, small obligation issuers in domestic markets are exempt from the obligation to publish a prospectus by up to €8 million in raised capital.

The following terms apply from 21 July 2019:

  • Lighter requirements for small companiesSmall companies looking to enter the European markets are subjected to less complex requirements. A new ‘EU growth prospectus’ will be available for SME and companies with less than 500 employees.
  • Shorter and specific investor information: There will be a shorter and clearer prospectus where the amount of required information is more clearly specified.
  • Simplifying secondary issues for listed firms: Simplified regime for certain companies who are already listed for public trading.
  • Fast track regime for frequent issuers: This process will allow frequent issuers to Companies that frequently tap into capital markets will also be able to use an annual “Universal Registration Document” that will contain information that can be used as a constituent part of their base prospectus and faster prospectus approval times will apply; and
  • Single access point for EU: Free, searchable online access for approved prospectuses will be provided by the ESMA (European Securities and Markets Authority)

 

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Ireland awarded highest Tax Transparency Rating by the OECD https://www.companyformations.ie/blog/ireland-awarded-highest-tax-transparency-rating-by-the-oecd/ Fri, 15 Sep 2017 09:32:58 +0000 https://companyformations.ie?p=5356 By Caitlyn Buchanan, 15th Sept 2017

Ireland has received the highest international rating on tax transparency from the Organisation for Economic Co-operation and Development (OECD), according to their latest review published on 12 September 2017.

The OECD is an intergovernmental organisation founded in 1960 to stimulate economic progress and world trade. It is supporting the global clampdown on multinational tax avoidance through its Global Forum on Transparency and Exchange of Information between participating countries. This report follows up on initial assessments made in 2011 and follows the newly implemented Common Reporting Standard (CRS).

Common Reporting Standard (CRS)

Participating jurisdictions are to follow the CRS which was approved by the OECD Council on 15 July 2014. The standard calls upon the jurisdictions to collect information from their financial institutions and exchange it with other jurisdictions on an annual basis. Financial accounting information includes; the financial institutions required to report, the different types of accounts and taxpayers covered, and the common due diligence procedures to be followed by financial institutions. The CRS exchanges commenced in September 2017. (Currently, the US has not participated in the system.)

Tax Transparency Ratings of 10 Participating Countries

Ireland, Mauritius and Norway were the three jurisdictions to receive the highest possible overall rating of “Compliant” in regards to tax transparency. The OECD reported that Ireland received its high ranking because the availability of beneficial ownership information is ensured through a combination of anti-money laundering and tax laws. The report recommended that going forward, Irish banks should include information on all the beneficiaries instead of only those holding more than 25% capital of the trust. It should be noted that currently, Irish banks hold information on beneficiaries holding 10% or more in accordance with AML legislation.

Ireland’s Minister for Finance, Paschal Donohoe welcomed the rating and said, “The outcome of the Global Forum’s review is recognition of Ireland’s continued commitment to the highest international standards in tax transparency.” He also added, “Ireland continues to play an active role in global work to reform the international corporate tax system.”

According to the reports, six countries have room to improve; Australia, Bermuda, Canada, Cayman Islands, Germany and Qatar all received a rating of “Largely Compliant”. Canada and Australia’s scores have dropped since 2011 because of a failure to implement new standards on the availability of ownership identities and other accounting information.

The OECD reported that Germany’s score was partially due to delays and difficulties in communications. The organisation challenged Germany’s share-equity stock certificate for not being applied retroactively. The report highlighted practical issues with Germany’s implementation of the international standards of tax transparency.

Jamaica received the lowest rating, of “Partially Compliant”, this is a fall a previous ranking of “Largely Compliant” in 2013. The organisation cited a failure to implement recommendations from the previous report and new standards introduced since then. The OECD reported that Jamaica lacks the legal framework to ensure beneficial ownership information is maintained and made available. The report recommended that the jurisdiction take the appropriate measures to ensure beneficial ownership information is available in line with the standard for all relevant entities.

 

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An Update on the Companies (Accounting) Act 2017 https://www.companyformations.ie/blog/an-update-on-the-companies-accounting-act-2017/ Mon, 21 Aug 2017 11:13:58 +0000 https://companyformations.ie?p=5279 By Sinead Floody, 21st August 2017

The Companies (Accounting) Act 2017 (the 2017 Act) was signed into law on 9th June 2017, transposing Directive 2013/34/EU of the European Parliament into Irish law. The enactment of this legislation extends the definition of Unlimited Companies and introduces the new Micro Company.

Unlimited Companies 

The 2017 Act eliminates the old exemption from filing accounts for Unlimited Companies with a non- EU/EEA shareholding structure comprising of limited liability. The scope for Unlimited Companies to avoid filing financial statements is much reduced as the 2017 Act has increased the scope of what is considered to be a “Designated Unlimited Company” – which is a company that is not exempt from filing financial statements. This, in turn, introduces the end of the possibility to have non-filing structures. Prior to the 2017 Act, an Unlimited Company that was owned by a non-EEA incorporated Unlimited Company did not fall under the definition of a Designated Unlimited Company; and therefore was not required to file financial statements each year with its annual return.

By the very nature of filing annual financial statements, comparative yearly figures will also have to be reported. The annual return is filed alongside the financial statements to the CRO, which is then, almost instantly, made available to the public.

All Unlimited Companies in Ireland are required to have the suffix “Unlimited Company” at the end of their company name, since the enactment of the Companies Act 2014 (the 2014 Act). The 2014 Act allowed an application to be made to the Minister of Jobs, Enterprise and Innovation to obtain an exemption from including this suffix in the company name. The 2017 Act has removed this exemption from the law, however, this will not have retrospective effect, meaning all current Unlimited Companies with an exemption will remain exempt.

Changes to Company Accounting Requirements

Alongside introducing changes to the threshold for small and medium companies, the 2017 Act introduces the “Micro Company” into company law and company accounting. This company type is only available to Private Companies and not to Public Limited Companies or Unlimited Companies. Some Private Companies such as investment companies, financial holding undertakings, subsidiaries that are included in consolidated financial statements or group structures, cannot avail of the Micro Company regime.

A company is considered to be a ‘Micro Company’ if their annual turnover does not exceed €700,000 and the balance sheet is under €350,000. Micro Companies are exempt from disclosing directors’ remuneration in their financial statements as well as being exempt from the requirement of filing a director’s report. The 2017 Act has increased the threshold for small and medium companies and is illustrated in the table below.

 

This threshold increase has broadened the scope for a company to claim audit exemption, however, medium companies will be required to file a full set of financial statements without any abridgement allowed. The 2017 Act also requires directors to disclose payments made by the company to any government agencies if the company’s activities involve mining, extraction or the logging of primary forests.

The Companies Registration Office has confirmed that changes to filing requirements are only applicable to financial years beginning on or after 1st January 2017.

Issues with the Companies Act 2014 is Addressed by the 2017 Act

The 2017 Act clarifies the definition of “credit institution”, which was unclear in the 2014 Act. The 2014 Act also only offered merger relief to transactions involving two Irish companies. The 2017 Act provides relief to transactions where the acquired company is a body corporate, including those registered outside Ireland. The 2017 Act has also implemented the recommendations of the Company Law Review Group on the Belgard Motors case to avoid automatic crystallisation of floating charges.

 

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