Section 819 of the Companies Act 2014 (2014 Act) relating to the restriction of directors of insolvent companies has recently been amended as a result of the commencement of the Companies (Corporate Enforcement Authority) Act 2021 (CEA Act). Section 34 of the CEA Act has added additional grounds for application to court by the Corporate Enforcement Authority (CEA), a Liquidator or a Receiver to restrict a director including failure by a director of an insolvent company to: convene a general meeting of shareholders for the purpose of nominating a named Liquidator, table a notice to nominate such Liquidator, or provide the required notice to employees of the company in the winding up of the company.  Some of these changes were brought about by a Company Law Review Group report in 2017 on the protection of employees and unsecured creditors. These changes were recommended to address difficulties where directors do not put a company into liquidation or walk away without a Liquidator being appointed. Additional insolvency-related changes to the 2014 Act, following the commencement of the CEA Act, include: the CEA has power to request evidence from a person that they are qualified to act as Liquidator of an Irish company (section 32 CEA Act); restoration of the obligation to file resolutions with the CRO in a creditors' winding-up (section 31 CEA Act); and if a liquidation is not concluded within 12 months after commencement, a Liquidator may be required to file more frequent reports to the CRO on the progress of the liquidation (section 33 CEA Act). 

THE LEGISLATIVE PROHIBITION The Russia (Sanctions) (Eu Exit) (Amendment) (No. 14) Regulations 2022 (“No.14/2022 Regulations”) came into force on 21 July. An explanatory memorandum was issued with the No.14/2022 Regulations which the reader can access here . The No.14/2022 Regulations amend the Russia (Sanctions) (EU Exit) Regulations 2019 (“2019 Regulations”) and provide for a ban on certain professional and business services. Under newly enacted section 54C a person must not directly or indirectly provide “accounting services” to a person connected with Russia. “accounting services” is defined in new section 54B and means accounting review services, which are services involving the review by a person of annual and interim financial statements and other accounting information, but excluding auditing services; compilation of financial statements services, which are services involving the compilation by a person of financial statements from information provided by a client, including preparation services of business tax returns when provided together with the preparation of financial statements for a single fee, but excluding such preparation services of business tax returns when provided as a separate service; other accounting services such as attestations, valuations, preparation services of pro forma statements; bookkeeping services, which are services consisting of classifying and recording business transactions in terms of money or some unit of measurement in the books of account, but excluding bookkeeping services related to tax returns; Readers can see that the definition scopes out certain services, auditing services is excluded from the prohibition under “accounting review services”, preparation services of business tax returns when provided as a separate service is excluded and so are bookkeeping services related to tax returns. Regulation 21(2) of the 2019 Regulations sets out what a person connected with Russia means. A person is to be regarded as “connected with” Russia if the person is— (a) an individual who is, or an association or combination of individuals who are, ordinarily resident in Russia, (b) an individual who is, or an association or combination of individuals who are, located in Russia, (c) a person, other than an individual, which is incorporated or constituted under the law of Russia, or (d) a person, other than an individual, which is domiciled in Russia. DEFENCES, EXCEPTIONS AND LICENCES New section 54C provides that it is a defence for a person to show that they did not know and had no reasonable cause to suspect that the person to whom the services were provided was connected with Russia. New section 60DA provides certain exceptions to the ban. The prohibition is not contravened if the act is done: - to satisfy UK statutory or regulatory obligations (not arising under contract). - in respect of contractual obligations concluded before 20 July 2022 provided the act is done before the end of the period of one month beginning with the day on which the No 14/2022 Regulations came into force (21 July 2022) and that the person doing the act has notified the Secretary of State in the UK no later than the day 10 working days before the day on which the act is carried out. -out of necessity for the official purposes of a diplomatic mission or consular post in Russia or of an international organisation enjoying immunities in accordance with international law. Licensing provisions are contained in Part 7 of the 2019 Regulations. Please see Chartered Accountants Ireland  sanctions webpages for further information and links including paragraph  3.2 of updated government guidance  UK Government webpage on “Russia Sanctions: Guidance”. Please see here for a useful article on the sanctions by Stephenson Harwood LLP UK sanctions: professional and business services to Russian clients (shlegal.com) .The article includes  a comparison with the EU ban on provision of accounting services introduced in early June 2022 and about which see further Chartered Accountants Ireland recent news item . Readers attention is drawn to an update whereby  the Russia (Sanctions) (EU Exit) (Amendment) (No. 17) Regulations 2022 (the No. 17 Regulations ) were  passed in the UK bringing into effect further prohibitions  from 16 December 2022 including a ban on auditing services which was announced in September 2022. “Auditing services “is defined and means services consisting of examination of the accounting records and other supporting evidence of an organisation for the purpose of expressing an opinion as to (a) whether financial statements of the organisation present fairly its position as at a given date, and (b) the results of its operations for the period ending on that date, in accordance with generally accepted accounting principles. Readers should note that the No. 17 Regulations bring further changes into effect including a prohibition on the provision of trust services and they also contain certain exemptions from the prohibitions contained in the No.17 Regulations (see section 60DA(3) in relation to auditing services) . 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. Chartered Accountants Ireland can accept no responsibility for the content on any site that is linked to/from the Institute website. Links are provided in good faith for the potential support of members and students.  

The Corporate Enforcement Authority (“Authority”) was established by law on 7 July 2022. Ian Drennan, the former Director of Corporate Enforcement, is Chief Executive Officer and currently the sole appointed member (of a maximum of three members) of the Authority. In the press release on its establishment, the Tánaiste said that the Government is to increase staffing levels of the Authority over that of the Office of the Director of Corporate Enforcement (ODCE) by nearly 50%, including doubling the number of gardaí. He also mentioned that the Authority’s budget has been increased by almost 30% over the budget of the ODCE. As we covered in a previous news item, much of the Companies (Corporate Enforcement Authority) Act 2021 (“2021 Act”) is taken up with setting out the organisation, structure and powers of the Authority. What does the establishment of the Authority mean for readers? The Authority has been described as Ireland’s company law enforcement agency. It is responsible for promoting compliance with, and investigating suspected breaches of, company law and now has additional resources to investigate and prosecute so-called white-collar crime. The government press release states that the establishment of the Authority will ensure consumers and businesses have confidence that alleged breaches of company law will be effectively investigated and prosecuted. The extra staff and additional funding will ensure that the new Authority can really make a difference and meet the differing and evolving demands of its remit, which includes investigation, prosecution, supervision and advocacy. Much has been written about the new Authority .Click here to be brought to the Corporate Enforcement Authority's website. Please click here for a quick guide available on the Authority website to introduce and explain the role of the Authority . It explains who they are, what they do and how you can contact them. There are a number of helpful booklets on the website .For example please click here for the booklet on auditors and here for the booklet on liquidators receivers and examiners. It has also produced a company guide ,a single guide for companies which you can access here . See also the links below to read further articles on the establishment of the Authority: New Corporate Enforcement Authority established in Ireland – Arthur Cox LLP New Corporate Enforcement Authority (mccannfitzgerald.com) Corporate Enforcement Authority is Established (williamfry.com) New Corporate Enforcement Authority Takes its Place (matheson.com) The Establishment of the Corporate Enforcement… | Dillon Eustace Readers may know that the 2021 Act also provides for company law amendments which largely correct unintentional omissions from or clarify provisions of the Companies Act 2014. Other than the provision relating to directors’ personal public service numbers, which has not yet been brought into force, these company law amendments have now been enacted. More details of these amendments will be the subject of a separate publication to be issued shortly. 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. Chartered Accountants Ireland can accept no responsibility for the content on any site that is linked to/from the Institute website. Links are provided in good faith for the potential support of members and students.

In the UK the National Economic Crime Centre (NECC) and others have this month issued a red alert on Financial Sanctions Evasion Typologies: Russian Elites and Enablers. The purpose of the alert is to provide information on some common techniques suspected to be used to evade financial sanctions.  It lists some indicators of methods being used to evade sanctions and provides some industry recommendations. Read also the NCA news item here.

The establishment of the Corporate Enforcement Authority (CEA) was announced by the Dept. of Enterprise Trade and Employment in a press release on 7 July. The CEA is a new statutory independent agency with the staff and resources to investigate and prosecute breaches of company law. The Office of the director of Corporate Enforcement recently encouraged people to follow the Corporate Enforcement Authority on LinkedIn and Twitter at @CEA_Ireland and you will find resources and further information about the CEA website.

Welcome to this week’s Technical Roundup.  In developments this week, the FRC has published its response to the International Sustainability Standards Boards (ISSB) first two Exposure Drafts, IAASA has published the first video in a series designed to provide information on the Quality Management Standards in Ireland and both IAASA and the ODCE have recently published their 2021 Annual Reports. Read more on these and other developments that may be of interest to members below. Financial Reporting EFRAG are hosting a number of outreach events in the coming weeks in relation to the ongoing public consultation on the first set of European Sustainability Reporting Standards. The FRC has published its response to the International Sustainability Standards Boards (ISSB) first two Exposure Drafts, IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information and IFRS S2 Climate-related Disclosures. The FRC strongly supports the development of high-quality global standards for sustainability reporting and welcomes the opportunity to provide comments on the ISSB's first Exposure Drafts. The IASB has issued it’s June 2022 update and updated work plan. Financial Reporting Lab newsletter: June 2022 The Lab has released its second quarterly newsletter for 2022.   This issue reflects on the Lab's focus for the year provides an update on upcoming and ongoing projects, and information on how you can get involved. https://frc.org.uk/news/june-2022-(1)/financial-reporting-lab-newsletter-june-2022 Auditing IAASA has published the first video in a series designed to provide information on the Quality Management Standards in Ireland. This first video provides an overview of the Quality Management Standards and the relationship between ISQM 1, ISQM 2 and ISA 220. Further videos in the series, which will be published on IAASA’s YouTube channel over the coming weeks, will provide greater detail on the individual standards. Anti-Money Laundering Click here to access a presentation delivered recently by Elizabeth McCaul, Member of the Supervisory Board of the ECB, on the ECB’s Banking Supervision’s role in AML/CFT. The Financial Action Task Force (FATF) is conducting a review of its recommendation on the transparency and beneficial ownership (BO) of legal arrangements. Click to access the white paper for public consultation. FATF’s states that its work in this area is ongoing, and will benefit from hearing views from stakeholders, including trustees, financial institutions, designated non-financial businesses and professions (DNFBPs), and non-profit organisations. A response can be sent by 1 August 2022 and details of where to send are contained within the white paper. In other FATF news the outcomes of the FATF plenary held recently can be read on their website which includes a statement on the Russian federation, some strategic initiatives and priorities under the Singapore presidency. Other areas of interest  IAASA has published its 2021 Annual Report, providing a summary of IAASA’s activities during 2021.  The Report includes an overview of IAASA’s work across its principal statutory functions, including significant developments during 2021, strategies employed, and the outcomes associated with those strategies.  The ODCE recently published its annual report for 2021.The Director’s statement gives an overview of 2021 and looks to the year ahead and gives details of the ODCE’s activities including compliance and enforcement activities. The Charities Regulator has recently published its summer newsletter where you will find information on charity matters including how to register for a lunch time webinar on 6 July on how to ensure your charity is up-to-date and proposed changes to charity law in a recent draft bill. The Central Bank Director of Financial Regulation Policy and Risk recently gave a wide-ranging speech on the new Individual and Senior Executive Accountability framework which will come into effect next year. He considered some key aspects of the new framework including the Central Bank’s approach to the regulations and guidelines that will implement the primary legislation. Further details of his speech can be read here. The Irish Department of Finance issued a recent press release giving details of the European Investment Bank’s plans to strengthen support for climate, connectivity, renewables, education and innovation across Ireland following the meeting of the Ireland-EIB Financing Group held at the Department of Finance recently. Further details of the announcement can be read here. The Department of Finance also recently published the 2021 progress report of the Ireland for Finance Strategy. Achievements in the 2021 progress report of the Ireland for Finance strategy, noted in the press release include developing and launching a national Sustainable Finance Roadmap and launching Ireland’s Women in Finance Charter. For further technical information and updates please visit the Technical Hub  on the Institute website.