Please click the link to read our company law news item of March 2024 when the General Scheme of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2024 (“General Scheme”) was published by the Department of Enterprise Trade and Employment (DETE). DETE has now published the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2024 (“Bill”). The Bill includes substantially all the provisions of the General Scheme though it is worth noting that some of the provisions contained in the General Scheme in relation to the Corporate Enforcement Authority (CEA) are not included in the Bill. We set out below some additional points to our earlier note which may be of interest to readers. Readers should note that there are likely to be further amendments of the Bill as it progresses through the Houses of the Oireachtas. Provisions regarding registered office Changes are proposed in relation to a company’s registered office and electronic filing agents. These include the approval by the Registrar of Companies (“Registrar “) of a company as an electronic filing agent (EFA) and as a registered office agent. Trust and Company Service Providers (TCSPs) will only be approved as a registered office agent or an EFA where they have a TCSP authorisation under the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010.Approval to act as an EFA or registered office agent will be withdrawn where a company ceases to hold a TCSP authorisation.   The Bill includes a new section to provide that the Registrar may require evidence to verify a company’s registered office address when a company is applying to register its constitution or submitting a change of registered office address. Where the Registrar has made such a request, the Registrar will not register the documents unless such evidence is provided. Loss of Audit Exemption As set out in our previous note, a change to the rules regarding loss of audit exemption for small companies which fail to file their annual return is proposed. The current position is that the exemption is lost after one failure to file. The change proposed is that the company will not be entitled to an audit exemption for the following two years where it fails to deliver its annual return and has previously failed to file an annual return, in compliance with section 343 of the Companies Act 2014, in any of the previous 5 financial years. Proposed subsection (2) provides that a company’s failure to deliver its first annual return or a previous failure to file an annual return before the commencement of the provision shall not be considered as a previous failure for the purposes of subsection (1). Provisions regarding the Corporate Enforcement Authority (CEA) Section 393 provides that an auditor must notify the CEA if during an audit the auditor comes into possession of information leading them to form the opinion that there are reasonable grounds to believe a category 1 or 2 offence under the Companies Act 2014 has been committed. The Bill proposes an extra subsection requiring the auditor to furnish the CEA with such copies of, or extracts from, those books and documents as the CEA may require, accompanied by a certificate of the statutory auditors, bearing their signatures, stating that the copies or extracts so furnished are a true copy of, or extract from, the original books or documents concerned. (Note: the draft wording in the Bill is slightly different to the draft in the General Scheme). Provisions relating to IAASA The Bill proposes changes to delete the requirement that IAASA approves the constitution and bye laws of each prescribed accountancy body. Approval of the investigation and disciplinary procedures and standards of each prescribed accountancy body, and any amendments to the approved investigation and disciplinary procedures and standards is still required. Provisions in the General Scheme concerning the issuance of interim notices by IAASA are also contained in the Bill, now referenced as interim direction required to protect [the] public. Other The proposed amendment which we referenced in our previous news item so that weekends and public holidays are excluded from the time counted towards the minimum 48-hour notice required to appoint proxies has not been included in the Bill. This information is provided as resources and information only and nothing in these pages purports to provide professional advice or definitive legal interpretation(s) or opinion(s) on the applicable legislation or legal or other matters referred to in the pages. If the reader is in doubt on any matter in this complex area further legal or other advice must be obtained. While every reasonable care has been taken by the Institute in the preparation of these pages, we do not guarantee the accuracy or veracity of any resource, guidance, information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. The Institute is not responsible for any errors or omissions or for the results obtained from the use of the resources or information contained in these pages.  

The size criteria for companies are laid down in the Companies Act 2014. The thresholds have been increased since July 1, 2024. Please see an Institute news item of June 24, 2024 on Increased size limits for Irish companies signed into law. The new criteria apply to financial years beginning on or after January 1, 2024. Companies may elect to apply the adjusted thresholds to financial years on or after January 1, 2023. This change in size will mean that more companies will move into the micro and small categories and will thus benefit through abridged reporting requirements and the audit exemption. Certain companies specified in the legislation are excluded from the micro, small or medium company or group regime e.g.” ineligible companies” as defined in the legislation. Reader’s attention is also drawn to the dormant company audit exemption where the requirements of section 365 of the Companies Act, 2014 are satisfied. The new company thresholds are as follows: Size - company Original thresholds New thresholds   Does not exceed  two or more of the following criteria for current and preceding year Does not exceed  two or more of the following criteria for current and preceding year Micro company Balance sheet total €350,000 Turnover €700,000 Employees 10 Balance sheet total €450,000 Turnover €900,000 Employees 10 Small company Balance sheet total €6 million Turnover €12 million Employees 50 Balance sheet total €7.5 million Turnover €15 million Employees 50 Medium company Balance sheet total €20 million Turnover €40 million Employees 250 Balance sheet total €25 million Turnover €50 million Employees 250 Large company: a company that does not qualify as a small company, a micro company or a medium company under the Companies Act, 2014 is deemed to be a large company (Section 280H Companies Act,2014).       Size - group Original thresholds New thresholds   Does not exceed two or more of the following criteria for current and preceding year Does not exceed two or more of the following criteria for current and preceding year Small group Balance sheet total €6 million net (€7.2 million gross) Turnover: €12 million net (€14.4 million gross) Employees 50 Balance sheet total: €7.5 million net (€9 million gross) Turnover: €15 million net (€18 million gross) Employees 50 Medium group Balance sheet total €20 million net (€24 million gross) Turnover €40 million net (€48 million gross) Employees 250 Balance sheet total: €25 million net (€30 million gross) Turnover: €50 million net (€60 million gross) Employees 250   This information is provided as resources and information only and nothing in these pages purports to provide professional advice or definitive legal interpretation(s) or opinion(s) on the applicable legislation or legal or other matters referred to in the pages. If the reader is in doubt on any matter in this complex area further legal or other advice must be obtained. While every reasonable care has been taken by the Institute in the preparation of these pages, we do not guarantee the accuracy or veracity of any resource, guidance, information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. The Institute is not responsible for any errors or omissions or for the results obtained from the use of the resources or information contained in these pages.

Readers, in particular employers, may find useful A &L Goodbody thoughts and insights after 18 months of the new whistleblowing regime | A&L Goodbody LLP (algoodbody.com) .It is written 18 months after Ireland transposed the EU Whistleblowing Directive through the Protected Disclosures (Amendment) Act 2022 (“2022 Act”). It notes for example a substantial increase in the number of whistleblowing claims and discusses the question most frequently asked by its international employer clients. This is whether the employer can retain its centralised reporting channel at parent company level with the introduction of the 2022 Act or whether each legal entity in a group has to have its own internal reporting channels and procedures. Readers are also reminded of the Institute resources in this area. The Institute pages on protected disclosures on the technical hub have a large volume of information and resources available on this topic. This information is provided as resources and information only and nothing in these pages purports to provide professional advice or definitive legal interpretation(s) or opinion(s) on the applicable legislation or legal or other matters referred to in the pages. If the reader is in doubt on any matter in this complex area further legal or other advice must be obtained. While every reasonable care has been taken by the Institute in the preparation of these pages, we do not guarantee the accuracy or veracity of any resource, guidance, information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. The Institute is not responsible for any errors or omissions or for the results obtained from the use of the resources or information contained in these pages.  

On July 5th 2024, Minister Peter Burke signed into law S.I. No. 336/2024 European Union (Corporate Sustainability Reporting) Regulations 2024. The Regulations bring the CSRD into Irish law and amend Irish legislation, including the Companies Act 2014. The CSRD entered into force on 5 January 2023, following approval at the European Parliament and EU Member States, including Ireland, were required to transpose this into local legislation within 18 months. Under the CSRD, certain companies are required to report on various sustainability matters in accordance with the European Sustainability Reporting Standards (ESRS). In addition to this, some companies who will not be required to report under the ESRS may have to provide sustainability information to companies in their value chain who are reporters under the standards. A key requirement of the CSRD is that assurance must be obtained in relation to sustainability information reported by an entity in scope. The Statutory Instrument amends Irish legislation, including the Companies Act 2014 and also introduces new sections into the Act. Amongst other things, the legislation addresses the following; The types of companies who will be subject to the CSRD, and the years in which they will have to report The requirement that companies within scope report their sustainability information in accordance with the European Sustainability Reporting Standards The introduction of new sections 1585 to 1648 to the Companies Act 2014 which address Sustainability Reporting The Companies who will be in scope for the CSRD in 2024, 2025, 2026 and 2028 Certain reporting exemptions for subsidiaries Consolidated sustainability reporting Electronic reporting format Additional documents to be annexed to applicable companies' annual returns Reporting obligations for certain branches of non-EU companies Transitional provisions which will apply until 6 January 2030 Provisions relating to how sustainability assurance engagements will be carried out, including the process for adopting assurance standards, reporting requirements and details of how opinions should be presented and signed Audit committee responsibilities for public interest entities relating to sustainability reporting Process for individuals or firms to apply for approval to act as a sustainability assurance service provider Transitional provisions available to certain persons which will exempt them from certain requirements to be approved as a sustainability assurance service provider Approval process for third country auditors or auditors from EU Member States to become sustainability assurance service providers in Ireland Oversight of the system of quality assurance by the Supervisory Authority and how the assurance of sustainability information will be supervised and regulated   The Institute's technical team is currently reviewing the legislation and liaising with members of their technical committees and will provide further detail in due course which will be available on the Institute's website.    

The Companies Registration Office have recently issued a guidance note in relation to The Do’s & Don’ts when filing B10 forms. The guidance note highlights some of the common issues that occur with filing B10 forms and assist presenters to avoid making mistakes when filing B10 forms. This is a very useful document and following the guidance should assist in ensuring that B10s are not rejected. Please note that the guide is not legal advice and should not be taken as such. If you have any further queries, please email the relevant CRO section at: companyofficers@cro.ie

The Department of Enterprise Trade and Employment has announced that the European Union (Adjustments of Size Criteria for Certain Companies and Groups) Regulations 2024 (S.I. No. 301 of 2024) were signed into law on the 19 June and come into operation on the 1 July 2024. The purpose of the Regulations is to adjust company size thresholds in line with 25 per cent inflation, thereby reducing the regulatory and administrative burden on some companies, which would otherwise become subject to audit and additional financial reporting requirements.  The Regulations, which transpose delegated Directive 2023/2775/EU, amend the Companies Act 2014 increasing company size thresholds as set out below. These size thresholds are contained in sections 280A to 280I of the Companies Act 2014, with company size being typically determined based on the company meeting two out of the three size criteria (with other relevant factors also applying). The increased size criteria are as follows; micro company –a balance sheet total of not greater than €450,000, a net turnover of not greater than €900,000 and no more than 10 average employees. small company – a balance sheet total of not greater than €7.5 million, a net turnover of not greater than €15 million and no more than 50 average employees. medium sized company – a balance sheet total of not greater than €25 million, a net turnover of not greater than €50 million and no more than 250 average employees. large company –continues to be defined as a company that does not qualify as micro, small or medium (ie. balance sheet total of greater than €25 million, net turnover of greater than €50 million and more than 250 average employees). Group size thresholds have also increased as set out below; small group- group balance sheet total of no greater than €7.5 million net (or €9 million gross), group turnover no greater than €15 million net (or €18 million gross) and no more than 50 average employees of the group. medium group- group balance sheet total of no greater than €25 million net (or €30 million gross), group turnover no greater than €50 million net (or €60 million gross) and no more than 250 average employees of the group. The measures apply for financial years beginning on or after 1 January 2024, enabling companies to benefit from the adjusted thresholds immediately.  Companies may elect to apply the measures on or after 1 January 2023. Please see the DETE announcement. Chartered Accountants Ireland are delighted to see this regulation signed into law, giving clarity to companies on size thresholds, and their reporting requirements.