| Table of Legislation |
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xv | |
| Chapter 1 Overview of the Companies (Accounting) Act |
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2017 | |
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1 | (1) |
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1 Development of the Accounting Directive |
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1 | (4) |
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3 | (1) |
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b Scope of companies required to file financial statements |
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4 | (1) |
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c Modernisation and simplification of financial statements |
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5 | (1) |
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d Payments to governments |
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5 | (1) |
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2 Other changes to the Act |
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5 | (1) |
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a Other legislation impacting on financial reporting |
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6 | (1) |
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3 Beneficial ownership regulations |
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6 | (1) |
| Chapter 2 The Four-Fold Classification of Companies for Accounting Purposes |
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7 | (1) |
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8 | (1) |
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2 Small company-size criteria |
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9 | (6) |
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a Company without subsidiaries |
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10 | (3) |
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b Holding company with one or more subsidiaries |
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13 | (2) |
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3 Micro company-excluded undertakings |
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15 | (2) |
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4 Micro company-size criteria |
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17 | (1) |
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5 Medium company-excluded undertakings |
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18 | (1) |
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6 Medium company-size criteria |
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18 | (3) |
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a Company without subsidiaries |
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19 | (1) |
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b Holding company with one or more subsidiaries |
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20 | (1) |
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21 | (2) |
| Chapter 3 The New Financial Reporting Regime for Small Companies |
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23 | (2) |
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1 Preparation of entity financial statements and the true and fair view |
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25 | (11) |
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27 | (1) |
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28 | (2) |
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30 | (1) |
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31 | (1) |
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e Applicable accounting standards |
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32 | (2) |
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f Other provisions of the Act: s 291 and ss 305-323 |
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34 | (2) |
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36 | (1) |
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3 Content of entity financial statements applying the small companies regime |
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37 | (10) |
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a Primary financial statements |
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37 | (1) |
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b Notes to the financial statements |
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38 | (1) |
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c Notes required by sections of the Act |
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39 | (3) |
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d Notes required by Schedule 3A |
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42 | (5) |
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4 Preparation of the directors' report |
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47 | (1) |
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5 Preparation of group financial statements by a small company |
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48 | (6) |
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52 | (1) |
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b Applicable accounting standards |
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52 | (1) |
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c Other provisions of the Act-ss 305 to 323 |
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53 | (1) |
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53 | (1) |
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6 Content of group financial statements applying the small companies regime |
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54 | (5) |
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a Primary financial statements |
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54 | (1) |
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54 | (1) |
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c General rules, accounting principles and valuation rules |
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55 | (2) |
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d Notes to the financial statements |
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57 | (2) |
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7 Approval of financial statements applying the small companies regime |
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59 | (1) |
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8 Audit exemption for small companies |
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60 | (2) |
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a Size criteria-non-group company |
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60 | (1) |
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b Size criteria-group company |
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60 | (1) |
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c Other criteria in the Act |
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61 | (1) |
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9 Abridging financial statements of a small company |
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62 | (3) |
| Chapter 4 The New Financial Reporting Regime for Micro Companies |
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65 | (2) |
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1 Preparation of financial statements and the true and fair view |
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67 | (14) |
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70 | (1) |
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b General rules and accounting principles |
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70 | (1) |
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71 | (2) |
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d Format-profit and loss account |
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73 | (1) |
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74 | (1) |
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f Applicable accounting standards |
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75 | (2) |
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g Disclosures arising from other provisions of the Act |
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77 | (3) |
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h Disclosures required by Schedule 3B |
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80 | (1) |
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2 Preparation of a directors' report |
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81 | (1) |
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3 Approval of financial statements applying the micro companies regime |
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82 | (1) |
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4 Audit exemption for micro companies |
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82 | (1) |
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5 Abridging financial statements of a micro company |
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82 | (3) |
| Chapter 5 Unlimited Companies: Changes to the Exemption from Filing Financial Statements |
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85 | (1) |
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1 The law prior to the Companies (Accounting) Act 2017 |
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86 | (1) |
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2 The new s 1274 introduced by the Companies (Accounting) Act 2017 |
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87 | (2) |
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3 The commencement of the new regime for ULCs |
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89 | (1) |
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4 The key changes in the new filing regime for ULCs |
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89 | (8) |
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a Having a natural person as a member is no longer a sufficient basis for exemption |
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90 | (2) |
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b ULCs that are subsidiaries of limited liability undertakings are not exempt from filing |
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92 | (1) |
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c Joint venture company ULCs are not exempt from filing |
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93 | (1) |
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d ULCs that are holding companies of limited liability undertakings are not exempt from filing |
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94 | (1) |
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e ULCs that are credit institutions or insurance undertakings are not exempt from filing |
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94 | (1) |
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f ULCs all of whose members have limited liability are not exempt from filing |
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94 | (1) |
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g ULCs whose beneficial owners enjoy the protection of limited liability are not exempt from filing |
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95 | (2) |
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5 The application of Part 26 of the Act to designated ULCs |
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97 | (2) |
| Chapter 6 The New Definition of External Company and the Consequences |
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99 | (1) |
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1 The original meaning of 'external company' under the Act as enacted |
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99 | (1) |
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2 The new meaning of external company introduced by the Companies (Accounting) Act 2017 |
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100 | (1) |
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3 Commencement of the new s 1300 |
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101 | (1) |
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4 The key changes analysed |
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101 | (4) |
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a Undertakings other than bodies corporate may be external companies |
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102 | (1) |
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b The three qualifying limbs for an undertaking to be an external company |
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102 | (1) |
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c The undertaking must be formed or incorporated outside of the State |
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103 | (1) |
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d The undertaking's members must have unlimited liability |
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103 | (1) |
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e The undertaking must be a subsidiary undertaking of a body corporate whose members' liability is limited |
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104 | (1) |
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5 Change in filing requirements for external companies |
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105 | (2) |
| Chapter 7 Key Changes to the Law on Consolidation of Financial Statements |
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107 | (1) |
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1 Subsidiary undertakings: changes to the definition |
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107 | (5) |
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a Definition of 'subsidiary' |
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107 | (4) |
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b Exclusion of subsidiary undertakings from consolidation |
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111 | (1) |
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2 Exemption from preparation of group financial statements |
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112 | (1) |
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a Exemption from preparation of group financial statements on the ground of size |
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112 | (1) |
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b Exemption from preparation of group financial statements because of higher holding undertaking |
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112 | (1) |
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3 Group reconstructions and merger accounting |
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113 | (8) |
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a Legal conditions for using merger accounting prior to C(A)A 2017 |
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113 | (1) |
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b Legal conditions for using merger accounting after C(A)A 2017 amendments |
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114 | (1) |
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c Comparison of the criteria for using merger accounting under FRS 102 and Schedule 4 of the Companies Act 2014 |
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115 | (1) |
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d Application issues relating to group reconstructions and common control transactions |
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116 | (5) |
| Chapter 8 Key Changes to the Disclosures in Financial Statements of Medium and Large Companies |
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1 Medium versus large companies |
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121 | (1) |
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122 | (1) |
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3 IFRS and Companies Act financial statements-entity and group |
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123 | (6) |
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a Particulars of company and holding company |
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123 | (1) |
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b Group financial statements exemption-higher holding undertaking |
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124 | (1) |
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c Directors' remuneration and payments to third parties for services of director |
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124 | (2) |
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d Directors' loans, quasi loans, credit transactions and guarantees |
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126 | (1) |
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e Holding of own shares or shares in holding company |
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126 | (1) |
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f Disclosure of accounting policies |
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127 | (1) |
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g Disclosure of auditors' remuneration |
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128 | (1) |
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h Directors' report: acquisition or disposal of own shares |
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128 | (1) |
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4 Companies Act financial statements-entity and group |
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129 | (12) |
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a Applicable accounting standards |
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129 | (2) |
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131 | (1) |
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c Impact on entity financial statements as a result of changes to Schedule 3 |
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131 | (7) |
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d Impact on group financial statements as a result of changes to Schedule 4 |
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138 | (3) |
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5 Preparation of the directors' report-entity and group |
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141 | (1) |
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6 Filing of financial statements for medium and large companies |
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142 | (2) |
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7 Auditors' report on a traded company |
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144 | (1) |
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8 Auditors' reports on UCITS and AIFM undertakings |
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145 | (1) |
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9 Companies (other than Investment Companies under Part 24) using US GAAP to prepare Companies Act financial statements |
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145 | (1) |
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10 European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings and groups) Regulations 2017 |
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146 | (7) |
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a Scope of the non-financial regulations |
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146 | (2) |
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b Non-financial information |
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148 | (2) |
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150 | (1) |
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151 | (2) |
| Chapter 9 Changes to the Section 357 Guarantee |
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153 | (1) |
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153 | (1) |
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2 The irrevocable guarantee |
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154 | (1) |
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3 The guarantee must be notified to the consenting shareholders |
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155 | (1) |
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4 The subsidiary's accounts are consolidated in the holding company's accounts |
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155 | (1) |
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5 The consolidated accounts must disclose the guarantee |
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155 | (1) |
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6 A notice that s 357 has been availed of must accompany the annual return |
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155 | (1) |
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7 The consolidated accounts must comply with the Accounting Directive |
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156 | (1) |
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8 The consolidated accounts must be annexed to the annual return |
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156 | (1) |
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9 Commencement of the changes to s 357 |
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157 | (2) |
| Chapter 10 The New Rules Regarding Payments to Governments |
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159 | (1) |
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1 Companies within the scope of Part 26 |
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160 | (1) |
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161 | (2) |
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3 Obligation to prepare entity payment reports |
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163 | (1) |
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a Entity payment reports-non group companies |
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163 | (1) |
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b Entity payment report-subsidiary companies |
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163 | (1) |
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c Entity payment report-holding companies |
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164 | (1) |
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4 Obligation to prepare consolidated payment reports |
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164 | (1) |
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5 Equivalent reporting requirements |
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165 | (1) |
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6 Content of entity payment report |
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165 | (1) |
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7 Content of consolidated payment report |
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166 | (1) |
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8 Approval and signing of entity and consolidated payment reports |
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167 | (1) |
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9 Publication of payment reports |
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167 | (1847) |
| Chapter 11 Miscellany of Amendments to the Companies Act |
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2014 | |
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169 | (1) |
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1 Part 1: Preliminary and General |
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169 | (1) |
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2 Part 2: Incorporation and Registration |
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170 | (1) |
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3 Part 3: Share Capital, Shares and Certain Other Instruments |
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171 | (2) |
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171 | (1) |
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171 | (1) |
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c Court ordered capital reductions |
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172 | (1) |
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d Distributable profits: treatment of revaluation of fixed assets |
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173 | (1) |
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4 Part 4: Corporate governance |
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173 | (1) |
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5 Part 5: Duties of directors and other officers |
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174 | (1) |
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6 Part 6: Financial statements, annual return and audit |
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174 | (1) |
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7 Part 7: Charges and debentures |
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174 | (1) |
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175 | (1) |
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9 Part 9: Reorganisations, acquisitions, mergers and divisions |
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176 | (1) |
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10 Part 10: Examinerships 176 |
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176 | (3) |
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a Members' voluntary winding up |
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176 | (1) |
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176 | (1) |
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c Liquidator's obligation to report on conduct of directors |
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177 | (1) |
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d Floating charges: preferential creditors take before the holders of a charge created as a floating charge |
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177 | (1) |
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e Work accident preference |
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178 | (1) |
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f Liquidators' qualifications and insurance |
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178 | (1) |
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12 Part 12: Strike off and restoration |
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179 | (1) |
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13 Part 13: Investigations |
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179 | (1) |
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14 Part 14: Compliance and enforcement |
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179 | (1) |
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15 Part 15: Functions of Registrar and of regulatory and advisory bodies |
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180 | (3) |
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16 Part 16: Designated activity companies |
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183 | (1) |
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17 Part 17: Public limited companies |
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183 | (1) |
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18 Part 18: Companies limited by guarantee |
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184 | (1) |
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19 Part 19: Unlimited companies |
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184 | (4) |
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a Repealing the power to grant exemption from having 'unlimited company' in name |
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184 | (3) |
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b Miscellaneous other changes |
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187 | (1) |
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20 Part 20: Re-registration |
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188 | (1) |
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21 Part 21: External companies |
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188 | (1) |
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22 Part 22: Unregistered companies and joint stock companies |
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189 | (1) |
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23 Part 23: Public offers of securities, financial reporting by traded companies, prevention of market abuse, etc |
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189 | (1) |
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24 Part 24: Investment companies |
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190 | (2) |
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25 Part 25: Miscellaneous |
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192 | (1) |
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26 Part 26: Payments to Governments |
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192 | (1) |
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27 Miscellaneous other amendments |
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192 | (3) |
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a Transparency (Directive 2004/109/EC) Regulations 2007 |
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193 | (1) |
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b European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 |
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194 | (1) |
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c European Union (Alternative Investment Fund Managers) Regulations 2013 |
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194 | (1) |
| Chapter 12 The Beneficial Ownership Regulations |
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196 | (2) |
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198 | (1) |
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3 The need for domestic legislation |
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199 | (1) |
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4 The artificiality of the concept of 'beneficial owner' |
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200 | (1) |
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5 The meaning of 'beneficial owner' under the 2016 Regulations |
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201 | (3) |
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204 | (19) |
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a The 2016 Regulations only apply to 'relevant entities' |
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205 | (1) |
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b The duty to keep and maintain a beneficial ownership register |
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206 | (1) |
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c The primary obligation on relevant entities to take reasonable steps |
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206 | (1) |
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d The duty to give a Reg 6 notice to persons where there is reasonable cause to believe they are beneficial owners |
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207 | (2) |
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e The right to give a Reg 8 notice to persons where there is reasonable cause to believe they know the identity of a beneficial owner or any person likely to have that knowledge |
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209 | (2) |
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f Determining who are the beneficial owners |
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211 | (4) |
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g The particulars required to be entered in the beneficial ownership register |
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215 | (1) |
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h The duty to keep information in register up-to-date |
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216 | (3) |
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i The duties of beneficial owners |
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219 | (1) |
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j Rectification of the beneficial ownership register |
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220 | (2) |
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k Offences under the 2016 Regulations |
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222 | (1) |
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223 | |
| Appendices |
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Appendix A Schedule 5 to the Companies Act 2014 |
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227 | (2) |
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Appendix B Schedule 3A.10-Applicable formats |
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229 | (10) |
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Appendix C Small Companies Regime |
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239 | (4) |
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Appendix D Comparison of Schedules 3, 3A and 3B |
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243 | (44) |
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Appendix E Comparison of Schedules 4 and 4A |
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287 | (14) |
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Appendix F Definition of Subsidiary |
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301 | (8) |
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Appendix G Extract from Application Guidance on IFRS 10 regarding identifying an agent |
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309 | (4) |
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Appendix H Sample Beneficial Ownership Register |
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313 | (2) |
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Appendix I Sample Regulation 6 Notice |
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315 | (2) |
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Appendix J Sample Regulation 8 Notice |
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317 | (2) |
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Appendix K Sample Regulation 10 Notice |
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319 | (2) |
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Appendix L European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2016 |
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321 | (10) |
| Index |
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331 | |
