Company Law Compliance

Despite one of the key selling points of the Companies Act 2014 being the simplification of compliance for the average SME, since commencement in 2015, there have been various updates and additional regulations which companies need to comply with.

 

Company Law Compliance Ireland

Numerous changes in legislation, regulations, etc. have taken place since the introduction of the Companies Act 2014, which will apply to all companies incorporated in Ireland. It is, therefore, important that company owners/directors take the time to assess whether any of these changes will impact their company.

Here at FCS Services we have endeavoured to identify the main changes and key areas which may have an impact on you/your company. We can be of assistance guiding you as to the simplest and most effective way forward for your company. We can also provide guidance on your duties/responsibilities under all relevant legislation.

Why not give us a call/send us an email to see how we can assist you.

Please see below for key developments in legislation, regulations, etc which may be of interest to you.

The General Data Protection Regulation (“GDPR”)

With effect from 25th May 2018, the much talked about GDPR is now in place and applies to all organisations within the EU. It applies across all EU member states, including Ireland and its purpose is to protect the privacy rights of individuals.

GDPR requirements apply to any organisation or individual that processes personal data.

  • Personal data is any information related to an identified or identifiable living individual (referred to as a ‘data subject’). This includes names, addresses and other factors specific to the identity of the individual but also online identifiers such as an IP address and location data. Data that identifies customers and employees are examples of personal data. This includes email addresses, including corporate e-mail addresses with individual names.
  • Processing personal data can cover many different uses of personal data (in either electronic or physical format), including: collecting, recording, storing, adapting, using, disclosing and deleting data. Therefore, an organisation is ‘processing’ personal data, if it (either intentionally or via its electronic devices) stores the personal data of customers or employees electronically or in hard copy.

The processing of sensitive personal data is prohibited unless explicit consent has been given or processing is necessary for one or more specific reasons.

It is therefore likely that GDPR will apply to your company regardless of the size or nature of your business.

For further information see here.

The Companies (Accounting) Act 2017

The Companies Accounting Act introduced a number of changes to Irish Company Law which may be applicable to your Company. Some of the key points to note include the following;

  • Introduction of a new regime for ‘micro companies’ brings with it a simplified form of preparing/filing financial statements.
  • Qualifying thresholds for small and medium companies have been raised – important to check various criteria, as these may be beneficial for your company
  • New regulations for large and group companies i.e. disclosure of non-financial and diversity information for financial years commencing on/after 1 August 2017
  • Option of filing Abridged Financial Statements is no longer available to Medium qualifying companies.
  • The scope of Unlimited Liability Companies (“ULC”) has been widened which will mean more designated ULCs will be obliged to file financial statements moving forward from financial periods starting on/after 1 January 2017
  • Delayed commencement for unlimited holding companies with limited liability subsidiaries, who are not required to file financial statements until financial years commencing on/after 1 January 2022
  • New definitions of EEA and non-EEA companies come into operation on 9 June 2018 (ref: S80 CAA2017)

European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2016

Following the introduction of the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2016 (the “Regulations”) effective 15 November 2016 every company or other legal entity incorporated in Ireland must keep a Beneficial Ownership Register (“BOR”), with the exception of listed companies and those subject to equivalent international standards.

The beneficial owner of a company is any natural person who directly or indirectly owns or controls more than 25% of the legal entity. For companies this is any shareholder with more than a 25% direct shareholding, or where the shareholder itself is a company any individual who is the ultimate owner of that company or who has 25% or more interest in that company.

The Regulations set out an obligation for every relevant entity to take reasonable steps to obtain and hold adequate, accurate and current information in respect of its beneficial owners and set out requirements regarding the gathering of such information.

The Regulations also impose statutory obligations on beneficial owners to respond and to come forward with information in certain scenarios.

The requirement is currently to hold and maintain the required information as an internal Beneficial Ownership Register, however this information is scheduled to be included within a public register in 2018.

Failure to comply with the regulations by either the company or an individual is a statutory offence.

See here for some commonly asked questions in relation to the BOR.

For more information or for assistance in drafting your BOR please do contact us on 00 353 (0) 91 704 818.

 

Ireland Companies Act 2014

The Companies Act 2014 (“CA2014”), commenced on 1 June 2015 and has simplified company law compliance for the majority of Irish businesses. However, unless company owners/Directors consciously converted to the “new” limited liability company (“LTD”) prior to 30 November 2016 or adopted a new constitution since that date there are areas where confusion could arise.

The Team at FCS Service is fully conversant with the CA2014.  We can be of assistance if your company has converted under the default provisions of CA2014 or simply took no action (e.g. company limited by guarantee) interpreting what provisions apply from your old Articles of Association and guiding you as to the simplest and most effective way forward for your company. We can also provide guidance on your duties/responsibilities under the CA2014. In addition, as qualified Chartered Secretaries we are best placed to provide you with the resources your Company Secretary requires to discharge their statutory and other legal duties or be appointed named Company Secretary for your company.

Why not give us a call/send us an email to see how we can assist you.

FCS Services... Corporate Governance and Company Secretarial Specialists