Financial Reporting & Financial Reporting & Company Law Update
Financial Reporting & Company Law Update September 2016 Cathal Melia - Athlone Conor O’Brien - Dublin
1
Recent Legislation g / Updates p
> FRS 102 (One year on) > Companies Act 2014 (One year on) > Companies (Accounting) Bill 2016
2
FRS 102 – One Year On Most Common Areas where FRS 102 has had an impact:
> Inter Company Loans > Deferred Tax > Use of Cost basis for Investment Properties p > Forward Foreign Exchange Contracts
3
Companies p Act 2014 Impacts > Required to make a company choice decision Designated Activity Company (DAC) Company Limited by Shares (LTD) Company Limited by Shares (LTD)
> Codified Directors Duties > Introduced Directors Compliance Statement > Simplified / made possible certain types of transactions p / p yp through Summary approval Procedure
4
Summary y Approval pp Procedures Directors Solvency Solvency Declaration
Auditors Report
Available Court to Plc s to Plc.s Approval Approval Option
1. Financial Assistance in connection with Y the purchase of a company’s own shares or those of its holding company
Y
N
N
N
2. Reduction in Company Capital
Y
Y
Y
N
Y
3. Variation of Company Capital on Reorganisation
Y
Y
Y
N
Y
4.Pre 4 Pre‐acquisition acquisition Reserves being treated Reserves being treated as distributable in holding company accounts
Y
Y
Y
Y
N
5. Loans or guarantees to Directors or g parties connected to them
Y
Y
N
Y
N
6. Merger of domestic private companies
Y
Y
N
N
Y
7. Members Voluntary winding Up
Y
Y
Y
Y
N
Restricted Activity
Members Special Special Resolution
5
Companies p (Accounting) ( g) Bill 2016 > Published 5th August > Transposes the EU Accounting directive which was Transposes the EU Accounting directive which was required to be in Irish law by 20 July 2015 > Changes to Disclosure Frameworks
6
Changes g to Size Criteria Criteria
Micro Company
Small Small Company Company (Proposed) (Existing)
Medium Company (Proposed)
Medium Company (Existing)
Net Turnover et u o e
€700K € 00
€12m €
€8.8m €8.8
€40m € 0
€20m € 0
B l Balance Sheet Sh t
€350k
€6 €6m
€4 4 €4.4m
€20 €20m
€10 €10m
10
1
Recent Legislation g / Updates p
> FRS 102 (One year on) > Companies Act 2014 (One year on) > Companies (Accounting) Bill 2016
2
FRS 102 – One Year On Most Common Areas where FRS 102 has had an impact:
> Inter Company Loans > Deferred Tax > Use of Cost basis for Investment Properties p > Forward Foreign Exchange Contracts
3
Companies p Act 2014 Impacts > Required to make a company choice decision Designated Activity Company (DAC) Company Limited by Shares (LTD) Company Limited by Shares (LTD)
> Codified Directors Duties > Introduced Directors Compliance Statement > Simplified / made possible certain types of transactions p / p yp through Summary approval Procedure
4
Summary y Approval pp Procedures Directors Solvency Solvency Declaration
Auditors Report
Available Court to Plc s to Plc.s Approval Approval Option
1. Financial Assistance in connection with Y the purchase of a company’s own shares or those of its holding company
Y
N
N
N
2. Reduction in Company Capital
Y
Y
Y
N
Y
3. Variation of Company Capital on Reorganisation
Y
Y
Y
N
Y
4.Pre 4 Pre‐acquisition acquisition Reserves being treated Reserves being treated as distributable in holding company accounts
Y
Y
Y
Y
N
5. Loans or guarantees to Directors or g parties connected to them
Y
Y
N
Y
N
6. Merger of domestic private companies
Y
Y
N
N
Y
7. Members Voluntary winding Up
Y
Y
Y
Y
N
Restricted Activity
Members Special Special Resolution
5
Companies p (Accounting) ( g) Bill 2016 > Published 5th August > Transposes the EU Accounting directive which was Transposes the EU Accounting directive which was required to be in Irish law by 20 July 2015 > Changes to Disclosure Frameworks
6
Changes g to Size Criteria Criteria
Micro Company
Small Small Company Company (Proposed) (Existing)
Medium Company (Proposed)
Medium Company (Existing)
Net Turnover et u o e
€700K € 00
€12m €
€8.8m €8.8
€40m € 0
€20m € 0
B l Balance Sheet Sh t
€350k
€6 €6m
€4 4 €4.4m
€20 €20m
€10 €10m
10
