From the Institute's Professional Accounting team .... In December 2024 the UK Government laid legislation, the Companies (Accounts and Reports) (Amendment and Transitional Provision) Regulations 2024 before Parliament to increase the monetary size thresholds for micro, small and medium-sized entities. It also removes certain requirements from the Directors’ Report.  The new monetary size threshold changes are effective from 6 April 2025. Please also click to read the explanatory memorandum to the legislation for further insight into the changes.                                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 Institute’s Professional Accounting team on the signing and part commencement of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act, 2024 (2024 Act ) Introduction The 2024 Act was signed into law on 12 November 2024. It makes changes to the Companies Act, 2014 (CA 2014). On behalf of its members, the Institute responded in 2023 to a Department of Enterprise, Trade and Employment (DETE ) consultation on proposals to enhance the Companies Act 2014 which informed much of the provisions of the 2024 Act. Below we set out some of the new provisions which may be of interest to our members. Readers might note that there are other new provisions in the 2024 Act which are not outlined here. The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (Commencement) Order 2024 (SI 639/2024) commenced certain of the provisions from 3 December 2024. A DETE December 2024 press release clarifies that the provisions not commencing on 3 December 2024 are those that require technical updates to be made to the Companies Registration Office (CRO)’s  computer systems to facilitate the changes proposed. These provisions relate to CRO prescribed forms and the removal of the automatic loss of audit exemption for small companies on a first occasion of failure to file an annual return.  DETE intends to commence these provisions in 2025. Audit exemption (not yet commenced) Once commenced, one of the most significant changes for our members is to the rules regarding loss of audit exemption. This provision will replace the automatic loss of the audit exemption for a first late filing with the CRO with a graduated regime where a company may file late once in a five-year period without the loss of audit exemption. The Institute is particularly delighted to see this provision as it is an area on which we have made numerous representations to the CRO and the DETE on behalf of members over the last number of years. Readers should note that the change does not extend to small group situations, and while there are some exemptions it is still generally the case that if one member of a small group fails to file its annual return on time, none of the small group companies is entitled to the audit exemption for the following two financial years. Registered office agent /electronic filing agent (not yet commenced) There will be changes in relation to a company’s registered office agent and electronic filing agents. These include the application to the Registrar of Companies (“Registrar “) in the prescribed form for approval to act as an electronic filing agent (EFA) and a registered office agent. Prior to the 2024 Act, application was made to the Registrar using an administrative form. 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.  Evidence of situation of registered office (commenced) The 2024 Act 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. Receivers (not all provisions commenced) The 2024 Act makes some changes in relation to receivers. Extension of the existing power of the court to fix remuneration of a receiver has been commenced. Matters to be considered for receivers under these new provisions include time spent, complexity of the case, exceptional responsibility on receiver, effectiveness of receiver, value, and nature of the property. This mirrors existing provisions for remuneration for liquidators in the CA 2014. Provisions have also been commenced concerning entitlement to remuneration of receivers by way of a relevant percentage, by reference to time spent or otherwise by reference to any method or thing. These new provisions are in line with existing provisions in the CA 2014 concerning entitlement of liquidators to remuneration.  Further information will be required on Form E8 which is filed upon the receiver’s appointment. The further information includes details of nature of assets, date and nature of appointment, information regarding future trading where practicable, and other prescribed information (not yet commenced). Members, creditors, and prescribed persons can request information regarding receivers’ terms and fees, and requests must be dealt with within 7 days. (not yet commenced). Also, the time limits for filing the receiver’s abstract (Form E9) upon cessation of acting as receiver and notice of cessation of receiver (Form E11) will now be 7 days. (not yet commenced). SCARP (not all provisions commenced) The technical changes to SCARP legislation have largely been commenced from 3 Dec. The ones which have not yet been commenced mainly relate to provisions for notices in ” prescribed form “. The SCARP provision has been commenced whereby the court can ask the process advisor (PA) for a written report stating the reasons for not doing so where the PA did not make use of the services of the staff and facilities of the company to which they were appointed where the court is considering any matter relating to the PA’s costs, expenses, and remuneration. Strike off and restoration (commenced) Provisions for 3 new grounds for strike off have been commenced (sections 58-64) (failure to notify of a change in registered office, no current company secretary recorded and failure to deliver beneficial ownership information). Readers may be interested to note that these three new grounds will not give rise to disqualification of the directors and the new provisions include the steps to be taken to avert continuation of the strike off under the three new grounds. IAASA (commenced) Provisions have been commenced giving IAASA power to issue an interim direction imposing restrictions on a statutory auditor that a possible relevant contravention has been committed and that it is appropriate in the public interest to do so. IAASA will invite and consider submissions received from the restricted person and will within 21 days either confirm vary or revoke the interim notice. The restrictions remain in place until the investigation is complete. An interim notice will be reviewed every 6 months or a shorter period and automatically expires after 18 months unless a further interim notice is issued. Corporate Enforcement Authority (CEA) - Enhanced powers (commenced) The following provisions have been commenced: - -Under the 2014 Act, auditors must notify the CEA when they form the opinion that certain offences have been committed. New provisions oblige the auditors, if requested by the CEA, to furnish the CEA with copies of documents and to certify them as true copies or extracts; -Provisions allowing for the CEA to share otherwise confidential information with additional statutory bodies such as the Data Protection Commission and the Charities Regulatory Authority; -Provisions whereby it is a category 2 offence for a person to obstruct or interfere with an officer of the CEA . For a category 2 offence , on summary conviction, punishment is a class A fine which is a fine not exceeding €5,000 or imprisonment for a term not exceeding 12 months or both, or on conviction on indictment, to a fine not exceeding €50,000 or imprisonment for a term not exceeding 5 years or both; -Greater information gathering powers (including access to certain court orders and mandatory notification requirement in certain instances). Electronic meetings (commenced) Electronic participation in general meetings has been put on a permanent statutory footing and there are now provisions for notices, quorum and proceedings and virtual voting at such meetings. Readers may recall that in December 2023 these provisions which were introduced during the pandemic were temporarily extended to 31 December 2024. Note that the new provisions do not apply to creditors meetings or meetings to consider schemes of arrangements. 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 The President signed the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2024 into law on 12 November 2024. Provisions which will be of interest to our members were outlined in our news item in March 2024 following publication of the general scheme of the Bill .These include change in the rules regarding loss of audit exemption, provisions relating to receivers, some new grounds for company strike off and provisions regarding registered office and electronic filing agents.  Following publication of the draft Bill in August 2024 we did a further update on the Bill noting that most but not all of the provisions of the General Scheme had been included in the Bill .Click for the August 2024 updated news item.  At the time of writing, publication of the legislation on the Irish Statute Book as passed  and details of its commencement into law is awaited.This should be available very shortly and we will provided further updates when information on this is made available. 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.    

  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.

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.