The Companies Act 1963 (1963 Act);| [AMD 24] [AMD 44] |
| AMD 24 Amendment Appendix IV: Republic OF Ireland (RoI) legal references deleted by Amendments to FRS 100 Application of Financial Reporting Requirements (issued July 2015) Effective date 01/01/2016 (Earlier application permitted subject to certain conditions – see paragraph 10) Previous text |
| Introduction |
| A4.1 The table below outlines the provisions in the Companies Acts 1963 to 2012 and related Regulations which implement EC Accounting Directives (Irish company law), corresponding to the provisions of the UK Companies Act 2006 (the 2006 Act) and the UK Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (the 2008 Regulations) (SI 2008/410) referred to in this FRS. |
| A4.2 The principal Irish companies' legislation referred to in the table below is: |
| The Companies Act 1963 (1963 Act); |
| The Companies (Amendment) Act 1986 (1986 Act); |
| The Companies Act 1990 (1990 Act); |
| The European Communities (Companies: Group Accounts) Regulations 1992 – S.I. No. 201 of 1992 (Group Accounts Regulations 1992 or GAR 1992); |
| The European Communities (Credit Institutions: Accounts) Regulations 1992 – S.I. No. 294 of 1992 (Credit Institutions Regulations 1992 or CIR 1992); |
| The European Communities (Insurance Undertakings: Accounts) Regulations 1996 – S.I. No. 23 of 1996 (Insurance Undertakings Regulations 1996 or IUR 1996); |
| European Communities (Directive 2006/46/EC) Regulations , 2009 – S.I. No. 450 of 2009. |
| A4.3 Where general references are made in this FRS to the '2006 Act', 'Companies Act 2006 ('and the Regulations')', 'the Companies Act', 'the Act', 'the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', 'the 2008 Regulations' and 'the Regulations', readers should refer, in an Irish context, to the relevant sections and paragraphs of the Irish companies' legislation listed above. Such general references are not included in the table below. References in the text to 'IAS accounts' are equivalent to 'IFRS accounts' in Irish company law. |
| A4.4 The following Irish legislation is also referenced in the table below: |
| The Building Societies Act 1989; |
| The Credit Union Act 1997; |
| The Central Bank Act 1971; |
| The Charities Act 2009; |
| The Industrial and Provident Societies (Amendment) Act 1978; |
| Friendly Societies (Amendment) Act 1977; |
| Friendly Societies Regulations 1988 – SI 74 of 1988; |
| The Pensions Act 1990; and |
| The Occupational Pension Schemes (Disclosure of Information) Regulations 2006 – S.I. No. 301 of 2006. |
| Companies Act accounts under Irish company law |
| A4.5 Certain companies are permitted under Irish company law to prepare their Companies Act accounts under a financial reporting framework based on accounting standards other than those issued by the Financial Reporting Council (FRC) and promulgated by the Institute of Chartered Accountants in Ireland in respect of their application in the Republic of Ireland. Specifically: |
| Pursuant to the Companies (Miscellaneous Provisions) Act 2009, as amended by the Companies (Amendment) Act 2012, relevant parent undertakings are permitted to prepare 'Companies Act individual accounts' and/or 'Companies Act group accounts' in accordance with US GAAP, as modified to ensure consistency with the EU Accounting Directives. |
| Investment companies subject to Part XIII of the Companies Act 1990 or the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 may adopt an alternative body of accounting standards, being standards which apply in the United States of America, Canada or Japan in preparing 'Companies Act individual accounts'. |
| Such companies, therefore, may adopt standards other than those issued by the FRC in preparing Companies Act accounts under Irish company law. |
| Small companies under Irish law |
| A4.6 There is no equivalent to the UK small companies regime (see Sections 381 to 384 of the 2006 Act) in Irish company law. Section 8 of the Companies (Amendment) Act 1986 (as amended by the European Union (Accounts) Regulations 2012 (S.I. No. 304 of 2012) defines small companies for the purposes of Irish company law. However, whilst Sections 10 and 12 provide certain exemptions for such companies in relation to their financial statements filed with the Registrar of Companies, there are no exemptions for individual or group accounts prepared for members. Under Section 8 (as amended) the qualifying conditions for a company to be treated as a small company in respect of any financial year are as follows: |
| The amount of its turnover for that year shall not exceed €8,800,000; |
| The balance sheet total for that year shall not exceed €4,400,000; and |
| The average number of persons employed by the company in that year shall not exceed 50. |
| A4.7 Except for companies in their first financial year, Section 8(1) (a) provides that companies qualify to be treated as small if, in respect of that year and the financial year immediately preceding that year, the company satisfies at least two of the above criteria. Section 9 provides that where a company has qualified as small, it continues to be so qualified until it does not meet two of the above three criteria for two consecutive years. Similarly, where a company no longer qualifies as small, two consecutive years of meeting two of the three criteria are required to qualify again as small. |
| A4.8 The following do not qualify as small under Irish company law: |
| Companies subject to the European Communities (Credit Institutions: Accounts) Regulations 1992; |
| Companies subject to the European Communities (Insurance Undertakings: Accounts) Regulations 1996; and |
| Private companies whose securities are admitted to trading on a regulated market. |
| Size exemptions from the preparation of group accounts under Irish company law |
| A4.9 In Ireland, there is an exemption from the preparation of group accounts for medium sized groups under the European Communities (Companies: Group Accounts) Regulations 1992. An Irish parent company within the scope of those Regulations is exempt from the requirement to prepare group accounts if it meets the size and other criteria set out in Regulation 7. The size criteria in summary require that the parent and subsidiaries together meet two of the following three conditions: |
| The amount of turnover for that year does not exceed €15,236,858; |
| The balance sheet total for that year does not exceed €7,618,428; and |
| Average number of employees does not exceed 250. |
| A4.10 Exemptions from preparing group accounts on the basis of size, in accordance with Regulation 7 of the European Communities (Companies: Group Accounts) Regulations 1992, are only available to parent companies that are private companies and are not available to parent companies subject to the European Communities (Credit Institutions: Accounts) Regulations 1992 or the European Communities (Insurance Undertakings: Accounts) Regulations 1996. |
| Other notes |
| A4.11 The table below is intended as a reference guide to the corresponding or similar provisions in Irish company law and does not purport to be complete. Readers should note that not all Irish provisions are equivalent to the corresponding UK provisions and are advised to refer to the Irish legislation for an understanding of relevant requirements. Readers should also be aware that various sections and paragraphs referenced below have been amended by subsequent legislation and readers should ensure that they refer to such amended text where applicable. |
| Summary |
| UK References | RoI References | |||||
Paragraph | 2006 Act and the 2008 Regulations (unless otherwise stated) | 1963 Act | 1986 Act | 1990 Act | GAR 1992 | CIR 1992 | IUR 1996 |
ix | 'smaller entities as defined by company law' | There are no equivalent provisions in Irish company law to the UK small companies regime or to the Small Companies and Groups (Accounts and Directors' Report) Regulations 2008. Small companies are defined in Section 8 of the 1986 Act. Please refer to the note above in the introduction to this table. | |||||
| FRS 100 Application Of Financial Reporting Requirements |
| UK References | RoI References | |||||
Paragraph | 2006 Act and the 2008 Regulations (unless otherwise stated) | 1963 Act | 1986 Act | 1990 Act | GAR 1992 | CIR 1992 | IUR 1996 |
4(a) (Footnote 2) | 'smaller entities as defined by company law' | There are no equivalent provisions in Irish company law to the UK small companies regime or to the Small Companies and Groups (Accounts and Directors' Report) Regulations 2008. Small companies are defined in Section 8 of the 1986 Act. Please refer to the note above in the introduction to this table. | |||||
4(b) (Footnote 3) | Sections 395(2) and 403(3) | There are no directly equivalent provisions in Irish company law to Sections 395(2) and 403(3), although Sections 148(3) and 150(4) respectively of the 1963 Act do require certain categories of entities to prepare 'Companies Act individual accounts' or 'Companies Act group accounts', including those 'not trading for the acquisition of gain by members'. | |||||
4(b) (Footnote 4) and 12 | Section 395(1)(a) | Section 148(2)(a) |
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| Regulation 5(1) | Regulation 5(1) |
4(b) (Footnote 4) and 12 | Section 395(1)(b) | Section 148(2)(b) |
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| Regulation 5(1) | Regulation 5(1) |
| Application Guidance: The interpretation of equivalence |
| UK References | RoI References | |||||
Paragraph | 2006 Act and the 2008 Regulations (unless otherwise stated) | 1963 Act | 1986 Act | 1990 Act | GAR 1992 | CIR 1992 | IUR 1996 |
AG1 / AG4 / AG5 / AG6 / AG9 | Section 401 |
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| Regulation 9A | Regulation 8A | Regulation 12A |
AG1 | Section 401(2) |
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| Regulation 9A(3) | Regulation 8A(3) | Regulation 12A(3) |
| Appendix I: Glossary |
| UK References | RoI References | |||||
Paragraph | 2006 Act and the 2008 Regulations (unless otherwise stated) | 1963 Act | 1986 Act | 1990 Act | GAR 1992 | CIR 1992 | IUR 1996 |
'Financial institution' and footnote 15 | Part IV permission; Section 40(4) of the Financial Services and Markets Act 2000 | There is no equivalent legislation in Ireland to the Financial Services and Markets Act 2000. Banks in Ireland are licensed under Section 9 of the Central Bank Act 1971. | |||||
'Financial institution' | Section 119(1) of the Building Societies Act 1986 | Section 2(1) of the Building Societies Act 1989 | |||||
'Financial institution' | Industrial and Provident Societies Act 1965 and Credit Unions Act 1979 | Credit Unions Act 1997 | |||||
'Financial institution' | Friendly Societies Act 1992; section 7(1)(a) of the Friendly Societies Act 1974 | Friendly Societies Acts 1896 to 1977 | |||||
'Individual financial statements' | 'The term 'individual accounts' from the Act...' | Sections 148 and 149 |
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'Qualifying entity' (Footnote 18) | S474(1) of the Act |
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| Regulation 3(1) "undertakings dealt with in the group accounts" shall be construed as a reference to the parent undertaking drawing up the group accounts together with any subsidiary undertakings of that parent dealt with in the group accounts (excluding any undertakings dealt with in the group accounts in accordance with Regulation 32) | Paragraph 1 of part IV 'Included in the consolidation', in relation to group accounts, or 'included in consolidated group accounts', means that the undertaking is included in the accounts by the method of full (and not proportional) consolidation, and references to an undertaking excluded from consolidation shall be construed accordingly; |
|
| Appendix II: Note on legal requirements |
| UK References | RoI References | |||||
Paragraph | 2006 Act and the 2008 Regulations (unless otherwise stated) | 1963 Act | 1986 Act | 1990 Act | GAR 1992 | CIR 1992 | IUR 1996 |
A2.1(Footnote 19) | Charities Act 2011 | Charities Act 2009, Section 48 provides that all charities are to prepare an annual statement of accounts, the form and content of which can be prescribed by regulations of the Minister. Section 48 is, at the date of publication of this FRS, not commenced and no regulations regarding the form and content of charities' annual statements of accounts have been produced. Charity companies are required to prepare financial statements in accordance with the Companies Acts. Sections 148(3) and 150(4) of the 1963 Act requires that companies 'not trading for the acquisition of gain by the members' must prepare Companies Act accounts (i.e. not IFRS accounts), and this definition may apply to many Irish charity companies. | |||||
A2.6 | Section 395(1) | Section 148(2) |
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| Regulation 5(1) | Regulation 5(1) |
A2.7 | 'Parts 15 and 16 of the Act and with the Regulations' | Sections 148, 149, 150, 150A, 150C, 151, 152, 153 and 161D | Sections 3 to 6 and the Schedule | Sections 41-43 and Section 63 | Regulations 5 to 35 and the Schedule | Regulations 5(1), 5(1A), 7, 8, 8A, 9 and 10 and the Schedule | Regulations 5(1), 5(1A), 6, 7, 8, 10, 12, 12A and 13 and the Schedule |
See also section 33(4) of the Companies (Amendment) (No.2) Act 1999 (as amended) | |||||||
A2.8 | 'the small companies regime' and Sections 381-384 | There are no equivalent provisions in Irish company law to the UK small companies regime or to the Small Companies and Groups (Accounts and Directors' Report) Regulations 2008. Small companies are defined in Section 8 of the 1986 Act. Please refer to the note above in the introduction to this table. | |||||
A2.9 | Section 384 and 'the small companies regime' | There are no equivalent provisions in Irish company law to the UK small companies regime. Section 2 of the 1986 Act sets out which companies cannot qualify as small under Section 8 of the 1986 Act and cannot, therefore, avail of the filing exemptions under Sections 10 and 12 or apply the FRSSE in preparing their financial statements. Please refer to the note above in the introduction to this table. | |||||
A2.10 | Part 4 of the FSMA 2000 (companies excluded from the small companies regime) | There is no equivalent legislation in Ireland to the Financial Services and Markets Act 2000. There are also no equivalent provisions in Irish company law to the UK small companies regime or to the Small Companies and Groups (Accounts and Directors' Report) Regulations 2008. Small companies are defined in Section 8 of the 1986 Act. Please refer to the note above in the introduction to this table. | |||||
Para. A2.12 | Section 383 | There is no equivalent provision in Irish company law dealing with the criteria for a small parent company or a definition of small groups. | |||||
Para. A2.12 and footnote 23 | Schedule 6 of the Small companies and Groups (Accounts and Directors' Report) Regulations 2008 | There are no equivalent provisions in Irish company law to the UK small companies regime or to the Small Companies and Groups (Accounts and Directors' Report) Regulations 2008. Small companies are defined in Section 8 of the 1986 Act. Please refer to the note above in the introduction to this table. | |||||
Para. A2.13 | Sections 395(2) and 403(3) | There are no directly equivalent provisions in Irish company law to Sections 395(2) and 403(3), although Sections 148(3) and 150(4) respectively of the 1963 Act do require certain categories of companies to prepare 'Companies Act individual accounts' or 'Companies Act group accounts', including those 'not trading for the acquisition of gain by members'. | |||||
Para. A2.14 | Sections 395 and 403 | Sections 148(5) and 150 (6) allow a company to switch from IFRS accounts to Companies Act accounts, for individual accounts and group accounts respectively, where there is a 'relevant change in circumstance'. As at the date of publication of this FRS, there are no equivalent provisions in Irish company law to sections 395(4A) and 403(5A), providing for the ability of companies to switch from IFRS accounts to Companies Act accounts every five years for reasons other than a relevant change in circumstance. | |||||
Para. A2.15 | Section 395(4A) | As at the date of publication of this FRS, there are no equivalent provisions in Irish company law providing for the ability of companies to switch from IFRS accounts to Companies Act accounts every five years for reasons other than a relevant change in circumstance. | |||||
Para A2.16 | Section 407 | Section 150C |
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Para. A2.16 (Footnote 25) | 'Accounts of subsidiaries that are required to be prepared under Part 15 of the Act.' | Section 148 |
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| Regulation 5 | Regulation 5 |
Para. A2.18 | Entities preparing IAS accounts either voluntarily or because they are required to do so by law:
| Companies that prepare IFRS accounts either voluntarily or because they are required to do so in accordance with Sections 148 (individual accounts) and 150 (group accounts) of the 1963 Act, are not required to comply with the detailed accounting requirements of the Companies Acts 1963-2012 (and related Regulations), save for certain disclosures as detailed in Section 149(A)(1)(b) and Section 150B(2) of the 1963 Act. Regulations 5(1B) and 7(5) of the CIR 1992 set out the required disclosures for the IFRS accounts of credit institutions and regulations 5(1B) and 10(5) of the IUR 1996 set out the required disclosures for the IFRS accounts of insurance undertakings. | |||||
Para. A2.18 | Schedules 4,5, 7 and 8 are still applicable to 'IAS accounts' | Please refer to the references to these Schedules below. Readers should refer to Sections 149(a)(1)(b) and 150B(2) of the 1963 Act as the additional disclosure requirements for IFRS accounts in UK and Irish company law are not the same in all cases. | |||||
Para. A2.18 | Schedule 4 (application to IAS accounts) |
| Section 16 and 16A |
| Paragraphs 18 to 22 of Part 2 of the Schedule | Regulation 10 and Part III of the Schedule | Paragraphs 32-36 of Part IV of the Schedule |
Para. A2.18 | Schedule 5 (application to IAS accounts) | Section 191 | Paragraph 39(6) of Part IV of the Schedule |
| Paragraph 16 of Part 2 of the Schedule | Paragraph 74(4) of Part I and paragraph 1 of Part II of the Schedule | Paragraph 21(e) of Part III and paragraph 1 of Part IV of the Schedule |
Para. A2.18 | Schedule 7 | Sections 158 | Sections 13 and 14 | Section 63 | Regulation 37 | Regulations 11 and 11A | Regulations 14 and 14A |
Para. A2.18 | Schedule 8 | Section 191 of the 1963 Act sets out the disclosure requirements with regard to directors' salaries and payments. There are no specific requirements with regard to the disclosure of directors' remuneration for quoted companies in Irish company law. However, the Listing Rules of the Irish Stock Exchange contain further requirements in this regard. | |||||
Para. A2.19 | Various sections of Parts 15 and 16 of the Act that contain financial reporting requirements applying to 'IAS accounts' | Companies that prepare 'IFRS accounts' in accordance with Sections 149 (individual accounts) and 150 (group accounts) of the 1963 Act, are not required to comply with the detailed accounting requirements of the Companies Acts 1963-2012 (and related Regulations), save for certain disclosures as detailed in Section 149(A)(1)(b) and Section 150B(2). Regulations 5(1B) and 7(5) of the CIR 1992 set out the required disclosures for the IFRS accounts of credit institutions and regulations 5(1B) and 10(5) of the IUR 1996 set out the required disclosures for the IFRS accounts of insurance undertakings. | |||||
Para. A2.19 | Section 410A | Sections 149A(1)(b)(xii) and 150B(2)(l) applying Section 7(1)(a) of SI 450 of 2009 | Paragraph 36A of Part IV of the Schedule, (pursuant to Section 149A(1)(b)(xii) of the 1963 Act) |
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| Regulation 5(1B)(l) applying paragraph 66A of Part I of the Schedule and Regulation 7(5)(l) applying Section 7A(2)(a) of Part II of the Schedule | Regulation 5(1B)(k) applying paragraph 19A of Part III of the Schedule and Regulation 10(5)(k) applying paragraph 37(a) of Part IV, of the Schedule |
Para. A2.19 | Section 411 | Section 149A(1)(b)(ix) and Section 150B(2)(e) | Paragraph 42 of Part IV of the Schedule, (pursuant to Section 149A(1)(b)(ix) of the 1963 Act) |
| Paragraph 15 of Part 2 of the Schedule (pursuant to Section 150B(2)(e) of the 1963 Act) | Regulations 5(1B)(e) and 7(5)(e) applying paragraph 77 of Part I of the Schedule | Regulation 5(1B)(e) applying paragraph 27 of Part III of the Schedule and Regulation 10(5)(e) applying paragraph 29 of Part IV of the Schedule |
Para. A2.19 | Section 412 | Sections 149A(1)(b)(i) and 150B(2)(a) applying Section 191 | Paragraph 39(6) of Part IV of the Schedule (pursuant to Section 149A(1)(b)(i) of the 1963 Act) |
| Paragraph 16 of Part 2 of the Schedule (pursuant to Section 150(2)(a) of the 1963 Act) | Regulation 5(1B)(a) applying paragraph 74(4) of Part I of the Schedule and Regulation 7(5)(a) applying paragraph 4 of Part IV of the Schedule | Regulation 5(1B)(a) applying paragraph 21(e) of Part III of the Schedule and Regulation 10(5)(a) applying paragraph 30(1) of Part IV of the Schedule |
Para. A2.19 | Section 413 |
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| Sections 41 to 43 |
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Para. A2.19 | Sections 415-419 | Section 158 | Sections 13 and 14 | Section 63 | Regulation 37 | Regulations 11 and 11A | Regulations 14 and 14A |
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| Sections 26 and 46 of the Electoral Act 1997 also require disclosures in respect of political donations to be provided in the directors' report. | |||||
Para. A2.19 | Sections 420-421 | Section 191 of the 1963 Act sets out the disclosure requirements with regard to directors' salaries and payments. There are no specific requirements with regard to the disclosure of directors' remuneration for quoted companies in Irish company law. However, the Listing Rules of the Irish Stock Exchange contain further requirements in this regard. | |||||
Para. A2.19 | Section 494 | Section 161D |
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Para. A2.21 | Building Societies Act 1986 | Building Societies Act 1989, Section 2(1) | |||||
Para. A2.21 | Charities Act 2011and regulations made thereunder | Section 48 of the Charities Act, 2009 provides that all charities are to prepare an annual statement of accounts, the form and content of which can be prescribed by regulations of the Minister. Section 48 is, as of the date of publication of this FRS, not commenced and no regulations regarding the form and content of charities' annual statements of accounts have been published. Charity companies are required to prepare financial statements in accordance with the Companies Acts. Sections 148(3) and 150(4) of the 1963 Act requires that companies 'not trading for the acquisition of gain by the members' must prepare Companies Act accounts (i.e. not IFRS accounts) and this definition may apply to many Irish charity companies. | |||||
Para. A2.21 | Friendly and Industrial and Provident Societies Act 1968 | Section 30 of part IV of the Industrial and Provident Societies (Amendment) Act, 1978; Regulation 4 of the Friendly Societies Regulation 1988, pursuant to Section 3 of the Friendly Societies (Amendment) Act 1977 | |||||
Para. A2.21 and footnote 26 | Friendly Societies Act 1992 and the Friendly Societies (Accounts and Related Provisions) Regulations 1994 (as amended) | Regulation 4 of the Friendly Societies Regulation 1988, pursuant to Section 3 of the Friendly Societies (Amendment) Act 1977 | |||||
Para. A2.21 | The Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 | Section 56 of the Pensions Act 1990; Regulation 5 and paragraphs 1 and 2(a)(ii) of Schedule A of the Occupational Pension Schemes (Disclosure of Information) Regulations 2006 | |||||
| Appendix III: Previous consultations |
| UK References | RoI References | |||||
Paragraph | 2006 Act and the 2008 Regulations (unless otherwise stated) | 1963 Act | 1986 Act | 1990 Act | GAR 1992 | CIR 1992 | IUR 1996 |
Para. A3.12 | 'small companies regime' | There are no equivalent provisions in Irish company law to the UK small companies regime or to the Small Companies and Groups (Accounts and Directors' Report) Regulations 2008. Small companies are defined in Section 8 of the 1986 Act. Please refer to the note above in the introduction to this table. | |||||
| AMD 44 Amendment Appendix IV renumbered to Appendix III by Amendments to FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland – Triennial review 2017 – Incremental improvements and clarifications (issued December 2017) Effective date 01/01/2019 Previous text Appendix IV: Republic of Ireland (RoI) Legal References |
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