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IAASA has issued a public consultation on their draft work programme for the period 2026 – 2028. Please see the consultation and draft work programme . The due date is no later than 5pm on 22 August 2025.

The Financial Reporting Council (FRC) has published FRED 87 Draft amendments to FRS 102  The Financial Reporting Standard applicable in the UK and Republic of Ireland. FRED 87 proposes amendments to FRS 102 to reflect recent amendments to IAS 1 Presentation of Financial Statements and the subsequent replacement of IAS 1 with IFRS 18 Presentation and Disclosure in Financial Statements. Specifically, it proposes changes to the prescribed formats for balance sheet and profit and loss accounts where an entity applying FRS 102 uses the option to adapt the presentation format. The changes are proposed to maintain the existing level of alignment with IFRS 18 and IAS 1. Entities that choose not to adapt their financial statements under FRS 102 will not be impacted by the proposed amendments. FRED 87 remains open for public comment until 10 October 2025.

Minister Burke has signed into law Statutory Instrument S.I. No. 309/2025- European Union (Corporate Sustainability Reporting) Regulations 2025. The purpose of this Statutory Instrument (S.I.) is to transpose the ‘stop the clock’ EU Directive into Irish law and to amend the anomalies that were present in previous S.I.s relating to the transposition of the Corporate Sustainability Reporting Directive (CSRD) in Ireland.   By way of background the Corporate Sustainability Reporting Directive (CSRD) became law in 2023, and it was transposed into Irish law in July 2024 by virtue of S.I. No. 336/2024 - European Union (Corporate Sustainability Reporting) Regulations 2024 (and subsequently S.I. No. 498/2024 - European Union (Corporate Sustainability Reporting) (No. 2) Regulations 2024, which amended some of the previous legislation)  There were a number of anomalies in these regulations which caused concern and challenges for businesses implementing the CSRD. The Institute, along with other professional bodies and law firms, made numerous representations to the Department of Enterprise, Tourism and Employment outlining the amendments that were required to give clarity on the implementation of the CSRD. The ‘wave 1’ reporters which were subject to the CSRD published their first sustainability statements earlier this year. Just as they were being published the European Commission published their ‘omnibus simplification package’ the purpose of which is to simplify sustainability reporting, and it also included a proposal to ‘stop the clock’ by delaying the commencement of reporting obligations by two years for the majority of companies.   The current state of play  Minister Burke recently published statutory instrument S.I. 309/2025, European Union (Corporate Sustainability Reporting) Regulations 2025 to transpose these changes into Irish law.   A summary of the changes are as follows:  ‘Stop the clock’: The S.I. transposes this EU Directive into Irish law and delays the application of the CSRD for the majority of Irish companies (wave 2 and wave 3) by two years. Large Irish incorporated entities will publish their first report in 2028 based on data for the 2027 financial year. SMEs with securities listed on an EU regulated market, small and non-complex institutions, captive insurance and reinsurance undertakings will issue their first reports in 2029 based on data for the 2028 financial year.  Definition of net turnover: The definition of ‘net turnover’, which is one of the thresholds for determining if a company is in scope for CSRD reporting, has been amended. The initial definition of turnover was broader in scope and for companies whose ordinary activities included the making or holding of investments, the gross revenue derived from such activities. Therefore, there were a number of companies, primarily in the funds sector and Special Purpose Vehicles, which were captured which may not otherwise have fallen within scope of the CSRD. The revised definition aligns more closely with the definition of ‘net turnover’ under the EU Accounting Directive.  Ineligible entities: Under the original S.I. relating to the CSRD, there was confusion in Ireland regarding  ‘ineligible entities’ and if they were potentially in scope for CSRD reporting irrespective of their size. The revised regulations expressly exclude these from scope and ‘ineligible entities’ are only in scope for the CSRD if they meet the CSRD thresholds.  Subsidiary exemptions: There was uncertainty under the original transposition as to whether or not an Irish subsidiary could claim a subsidiary exemption if its sustainability information was included in the consolidated report of an EU parent company. In the revised regulations the provisions on subsidiary exemptions have been expanded, consistent with the CSRD, so that an Irish in-scope company may be exempt from preparing its own sustainability report where the information is included in the report of an EU parent, drawn up in accordance with the consolidated sustainability reporting obligations of the EU Accounting Directive, as amended by the CSRD.  Ultimate parent company reporting: There was, in the initial CSRD regulations, the potential that all non-EEA parent companies of certain Irish companies had to prepare a sustainability report, and not just the ‘ultimate parent company’. The revised regulations have provided clarification on this matter and there is a new definition of ‘ultimate parent company’, and only that company now must prepare a report. The timeframe has not been amended by the revised regulations, and reporting obligations in respect of non-EEA undertakings apply beginning on or after 1 January 2028.

Minister Burke has announced the commencement of Section 22 of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024.  This provision relates to a change to the current audit exemption regime, whereby small and micro sized companies will not, in future, automatically lose the privilege of audit exemption on a first occasion, in a five-year period, of late filing of an annual return with the Companies Registration Office. Section 22 will replace section 363 of the Companies Act 2014. Section 363 in summary provided that if a company failed to submit an annual return it would lose its audit exemption for the succeeding two years. Section 22 amends this and introduces a graduated regime which means that audit exemption will only be lost if a company files its annual return late more than once in a five-year period. Section 22 also provides that a company’s first annual return or previous failure to file an annual return before the commencement of the provision (as the company has already lost its audit exemption) shall not be considered a previous failure. This is a matter that we have made numerous representations on for the last number of years. While we advise members to file on time, there will be genuine reasons why a filing deadline is missed and commencing this provision should reduce the burden on those companies.   It is great to see the commencement of this piece of legislation before the peak filing season commences which will give clarity to members who may need to benefit from it.   Please see the press release here. Please see the DETE press release here and a notice from the CRO.      

Readers will know that accountants in practice, as designated persons under Irish anti-money laundering legislation, have a statutory obligation to report suspicious transactions to both the Financial Intelligence Unit (FIU) of An Garda Síochána and the Irish Revenue Commissioners. In February 2025 Chartered Accountants Ireland hosted a webinar on suspicious transaction reporting when the Professional Accountancy team were joined by representatives of both An Garda Síochána and the Revenue Commissioners. They provided an overview of how to report on the recently updated FIU GoAML system, as well as the Revenue system. Click the link to access the webinar  https://youtu.be/SL_h9msVwJo. Also available now are details of some of the questions and potential answers  which were discussed at the webinar. 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.

In July 2025 the UK’s Financial Conduct Authority (FCA) published revised guidance for firms on the treatment of politically exposed persons for anti-money laundering purposes. Guidance is provided on how to apply a proportionate and risk-based approach to UK Politically Exposed Persons (PEPs), their relatives and close associates for anti-money laundering purposes. The guidance includes: - clarifications that firms should not treat non-executive board members (NEBM) of civil service departments in the UK as PEPs; - changes to reflect amendments made to the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and - updates to the sign-offs for PEP business relationships.   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 Corporate Enforcement Authority (CEA) has today published its second Annual Report. The CEA writes that the Report details the CEA’s activities during 2024 in furthering its strategic objectives as set out in its Statement of Strategy 2022-2025. The Report features 22 case studies that highlight the wide-ranging impact of the CEA. Those case studies evidence a careful and tiered approach towards the utilisation of the CEA’s suite of enforcement powers. Please click the link to read the CEA press release with a summary of the highlights of the report and click to read the CEA 2nd Annual Report. 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.

From the Professional Accountancy team…... Update of 16 July 2025 :the High Court put a stay on the restriction order for four months to give the directors time to organise their affairs. It is not yet clear if the directors will appeal the decision to restrict them . Background In the  case of Downtul Limited (in liquidation ) Patrick O'Connell, Ciaran Butler and Colum Butler the liquidator of Downtul Limited (“Downtul”) sought to have two directors (the Respondents) restricted for a period of 5 years from acting as director or secretary of a company. Downtul entered a lease (“Lease”) with Stephen Court Limited (landlord) in respect of a property from which a Starbucks outlet was operated. A separate related company (Atercin Liffey Unlimited Company, “Atercin”) operated the Starbucks. Downtul did not occupy or use the leased property and had no income, or means to generate income, to discharge the liabilities arising under the Lease, including rent. There was also no evidence of any enforceable mechanism for Downtul to recover monies from Atercin to meet its liabilities. Restriction of director -acting honestly & responsibly The case established that Downtul bore the liability and burden of the Lease. The separate related company Atercin occupied and traded from the property and earned revenue from that trade. At all times since the Lease was entered, Atercin and not Downtul had occupied the Property and operated the coffee shop throughout the term of the Lease.  There was no evidence of any agreement or consideration being given to the rights of Downtul. In allowing Downtul to enter and maintain these arrangements, and in failing to ensure an enforceable mechanism by which Downtul could obtain the funds necessary to discharge its liabilities as they fell due or otherwise protect its position, the Respondents failed to demonstrate responsible conduct with regard to the interests of Downtul as a separate legal entity within the Group. Mainly for the above reasons the judge was not satisfied the respondents has acted responsibly in conducting the affairs of Downtul. It was noted that a finding of illegality or unlawfulness is not required to restrict a director under S819. the fact that a transaction is not unlawful does not mean it is not relevant to assessing a director’s honesty or responsibility. The judge also said that the failure to keep proper accounting records, the omission of material disclosures from the financial statements and the failure to minute a single board meeting since 2017 are also – independently of her primary findings of irresponsibility – separate grounds on which she was not satisfied that the Respondents acted responsibly. As she was not satisfied that the Respondents acted responsibly with regard to the conduct of the affairs of Downtul the judge said she was mandated by section 819(2) to make the declaration of restriction sought by the Liquidator.   Accounting records and materiality/disclosure/corporate governance The judgement stated that there were no accounting records, disclosures in financial statements, or board minutes which even refer to the apparent arrangements between Downtul and Atercin. The financial statements make no reference to the Lease or to the receipt of monies from Atercin to pay the rent and other charges associated with the Starbucks property. This the court said underlines the lack of transparency in relation to the affairs of Downtul. Company accounts and records should contain a true and fair view of the company’s financial position. The case also considered the issue of disclosure of material transactions under FRS 102(1A) to ensure a “true and fair view” is given of the company’s financial position. The judge said that a responsible view of Downtul’s financial position would lead to the conclusion that the Lease and issues that arose with the landlord (rent suspension, legal proceedings) are matters that would be material for a user of the financial statements. The evidence and perspective of the Liquidator that these items collectively are material and significant for Downtul was accepted by the court. The judge found in the particular circumstances of Downtul, and the specific evidence adduced, the books that were kept were not sufficient to demonstrate a responsible approach by the Respondents to the maintenance of accounting records such as to enable compliance with section 282 of the Companies Act 2014. the fact that it is a small company or a company with limited activity does not provide an excuse or justification for not maintaining even a minimum record of Downtul’s transactions (quite apart from the more fundamental issues with Downtul’s interaction with Atercin). Finally, on the corporate governance side the judge noted that the Respondents chose to become directors of more than 170 and more than 200 companies respectively. Being a director of so many companies brings with it onerous and important responsibilities. She was not suggesting this is a light task when the Respondents are responsible for some 150- 200 companies, but it was the Respondents who made the decision to incorporate and direct the affairs of such a significant number of companies. The fact they have so burdened themselves cannot absolve them of the obligation to separately discharge the duties incumbent on them in each of those roles. The only question is whether they acted responsibly with regard to the affairs of Downtul. In the absence of any record of a meeting or decision with regard to Downtul from 2017 onwards, she simply could not be, and was not, satisfied in that respect. Conclusion The judgment contains an extensive examination of the grounds for restricting a director under section 819 of Companies Act 2014. There are other useful aspects to this judgment also, including for example an account of the relevant duties of expert witnesses. Readers should note that the judge found that the respondents discharged the burden of showing they acted honestly. However, because she found they had not acted responsibly this was enough to trigger the operation of the restriction provisions in section 819. It should also be noted that the directors have been restricted for 5 years, not disqualified. Restricted means that the person cannot act as a company director (or secretary) for 5 years unless the company of which they wish to be director has an allotted share capital of €100,000 (in the case of companies other than PLCs) with each allotted share to be paid for in cash. Readers can find out more about disqualification of directors in the Corporate Enforcement Authority’s very useful note on the subject CEA Information Note 2024/1 -Circumstances leading to disqualification under the Companies Act 2014 and the associated consequences. 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.                    

One of the measures set out in the UK Economic Crime and Corporate Transparency Act is one to improve transparency by making more company financial information available to the public.   Companies House has announced that over the coming days it will start to contact by email all the UK companies on their register to let them know that from 1 April 2027, all accounts filings must be made using commercial software. From then web and paper routes will be closed for accounts filings but will remain open for other statutory filings.   UK Accounts filing options will be also streamlined from April 2027 for small and micro-entity companies. From then micro-entities will be required to file a copy of their balance sheet and profit and loss account. Small companies will be required to file a copy of balance sheet, directors’ report, auditor’s report (unless exempt) and profit and loss account.  Companies will no longer be able to prepare and file ‘abridged’ accounts. Related changes include updates to audit exemptions and accounting reference periods. For more information on these planned changes readers can check out Changes to accounts article on Companies‘ House website. 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.