From the Professional Accountancy team The Minister for Finance has signed a statutory instrument commencing further provisions of the Credit Union (Amendment) Act 2023 (2023 Act) on 30 September 2024.On that date the following provisions have now been fully commenced: - the provisions in the 2023 Act whereby a credit union can agree to participate in a loan to a member of another credit union -the provisions regarding referral of members of one credit union to another credit union (where the rules permit) -the obligations which heretofore were annual, to approve, review, and update plans policies and procedures are now to be carried out every three years. Also, environmental social and governance policy is now included as a policy for the board to approve, review and update at least every 3 years Some provisions of the 2023 Act remain to be enacted such as the provisions regarding corporate credit unions introduced in the 2023 Act. Readers are reminded that there is a resource page on credit unions on the Institute’s Technical Hub where you will find further information on these new provisions and other useful information on credit unions including auditing and Central Bank information . 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.            

Following public consultation IAASA has adopted ISAE (Ireland) 3000, Assurance Engagements Other Than Audits or Reviews of Historical Financial Information – Assurance of Sustainability Reporting in Ireland as the standard to be applied by auditors performing sustainability assurance engagements required by the European Corporate Sustainability Reporting Directive (CSRD). The Irish standard is based on ISAE 3000 (Revised) issued by the International Auditing and Assurance Standards Board (IAASB) with limited amendments. Chartered Accountants Ireland responded to the consultation in April. Updates to ISQM (Ireland) 1 ISAE (Ireland) 3000 requires auditors to comply with ISQM (Ireland) 1, Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements. IAASA has updated ISQM (Ireland) 1 to reflect the requirements of the CSRD as transposed in Ireland. Additional minor amendments were made to ISQM (Ireland) 1 to make conforming amendments for ISA (Ireland) 600, which was revised in February 2023 and is effective for financial periods starting on or after 15 December 2023. The remaining ISA (Ireland) 600 conforming amendments will be published on IAASA’s website in October. Additional information IAASA’s Statement on Scope and Authority of Audit and Assurance Pronouncements has also been updated to reflect the adoption of ISAE (Ireland) 3000. An explanatory video is available here on IAASA’s YouTube Channel. IAASA published feedback on the Consultation in June. Effective date ISAE (Ireland) 3000 applies to assurance reports issued on or after 15 December 2024. Amendments to firms’ systems of quality management related to the assurance of sustainability reporting must be designed and implemented by 15 December 2024. An evaluation of the updated system of quality management must be performed within one year of this date. Engagement letters for CSRD engagements TA 02/2024 - Sample Engagement Letter Terms in respect to the provision of Limited Assurance under the Corporate Sustainability Reporting Directive (“CSRD’’) was issued in June 2024. These sample engagement letter terms were prepared to assist members in drafting engagement letters in respect of limited assurance engagements under the CSRD prior to its implementation. Therefore, they may be useful to implement a contract with the entity but following transposition of the CSRD they are currently being reviewed for any required amendments. Please monitor the Institute’s regular news channels for any updates to this TA. 

Roundup 20 September 2024 Welcome to the latest edition of Technical Roundup which is published on the first and third Friday of every month. In developments since the last edition, the International Accounting Standards Board has announced the start of a research project to review and improve the requirements for the statement of cash flows and related matters in IFRS Accounting Standards. The Department of Enterprise, Trade and Employment has recently confirmed changes to the procedure for notifying the Minister of proposed collective redundancies, pursuant to section 12 of the Protection of Employment Act 1977. Read more on these and other developments that may be of interest to members below. Financial Reporting The Financial Reporting Council (FRC) has published new September 2024 editions of UK and Irish financial reporting standards. These standards consolidate all recent amendments to the standards, including the amendments arising from the recent periodic review of the standards. The following September 2024 publications are included on the FRC website. Overview of the financial reporting framework FRS 100 Application of Financial Reporting Requirements FRS 101 Reduced Disclosure Framework FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland FRS 103 Insurance Contracts Implementation Guidance to accompany FRS 103 Insurance Contracts FRS 104 Interim Reporting FRS 105 The Financial Reporting Standard applicable to the Micro-entities Regime The European Financial Reporting Advisory Group (EFRAG) has issued its August 2024 Update. This report summarises the public technical discussions and decisions taken in the past month as well as open consultations, future events and vacancies. EFRAG has published its feedback statement on its response to the International Accounting Standards Board’s (IASB’s) exposure draft Contracts for Renewable Electricity (proposed amendments to IFRS 9 and IFRS 7). The feedback statement summarises constituent’s feedback, including responses to EFRAG’s draft letter and outreach activity findings. The International Accounting Standards Board (IASB) has announced that it is starting a new research project designed to review and improve the requirements for the statement of cash flows and related matters in IFRS Accounting Standards. The IFRS Interpretations Committee (IFRIC) has released its September 2024 update which summarises the decisions reached in its public meeting on 10 September. During the meeting, IFRIC considered requests received in relation to the following matters; Guarantees issued on obligations of other entities Recognition of revenue relating to tuition fees The IASB has proposed amendments to IAS 28 in its exposure draft Equity Method of Accounting – IAS 28 Investments in Associates and Joint Ventures. The proposed amendments add to and clarify how to apply the equity method by answering application questions that the IASB has received over several years. The consultation period remains open until 20 January 2025. The UK Endorsement Board (UKEB) Survey response deadline on IFRS 18 Presentation and Disclosure in Financial Statements has been extended to 30 September. In its Autumn 2024 Joint Committee Report, the three European Supervisory Authorities (EBA, EIPOA and ESMA) have warned national supervisors of the financial risks stemming from economic and geopolitical uncertainties. Auditing and Assurance The International Auditing and Assurance Standards Board has published a report, Balancing Effectiveness and Timeliness in Audit and Assurance Standard Setting.  This report gives an overview of the IAASB’s progress in addressing key public interest issues and reiterates its strategic direction to continue bolstering confidence in audits and assurance engagements. The Financial Reporting Council welcomes the Government tabling legislation in Parliament on 9 September 2024 to address the significant delays in local authority audits. This follows the Written Ministerial Statement issued on 30 July 2024. Insolvency The Department of Enterprise, Trade and Employment has recently confirmed changes to the procedure for notifying the Minister of proposed collective redundancies, pursuant to section 12 of the Protection of Employment Act 1977, as amended. These changes took effect from 1 July 2024. More information is available on our website. Readers may want to take note of a recent UK High court judgment in connection with the collapse of the retailer British Home Stores (in 2016) and the findings made against individual directors in relation to Wrongful Trading Claims, a Trading Misfeasance Claim and Individual Misfeasance Claims. Two of the directors were each ordered to make a contribution of £6.5m (roughly 15% of the total) to the companies’ assets, on a several liability basis and another director was ordered to make a contribution of £21.5m to the companies’ assets. Please click for an article by UK law firm Burges Salmon which analyses the judgment in detail and the article provides a number of key takeaways for directors of distressed businesses as follows: Navigating duties during times of financial difficulty has never been more complex or potentially risky Directors must ensure that they are up to the task Professional advice is a key protection, but the court will view it in context Board minutes in a distressed situation must be a faithful record of proceedings Directors exercising limited functions may not abdicate decisions for the whole board Directors should not assume that they will be shielded by insurance Please also click for an article by UK law firm Jones Day on the BHS judgment in particular their closing comment that …”. While the BHS facts are relatively extreme, the fact that directors were found liable to such an extent, when in some cases they were earning around £150,000 a year and (at least in one case) had limited involvement at board level, is a warning to all directors of companies facing financial pressure”.  Sustainability EFRAG held its Sustainability Board meeting on Tuesday 17 September 2024. The Hong Kong Institute of Certified Public Accountants (HKICPA) has published two exposure drafts (EDs) for sustainability reporting standards that are fully converged with IFRS S1 and IFRS S2. The comment period for the EDs ends on 27 October 2024. The Institute is holding a webinar on the CSRD on Wednesday 25 September which features Orla Carolan from Future Planet and Mike O’Halloran to understand more about the practical challenges of implementing the CSRD. This includes an overview the steps involved in conducting a double materiality assessment and what to do next around data collection, disclosure and reporting. Please register here to attend. In its recent ESRS Perspectives series, Accountancy Europe look at the European Sustainability Disclosure Standards (ESRS) development process. In this publication they have summarised the ESRS processes and listed the various ESRS support materials from the European Commission and EFRAG. This will provide users and preparers a useful insight into how the standards have been developed. Sanctions and anti-money laundering The UK government recently announced the launch the Office of Trade Sanctions Implementation (OTSI), within the Department for Business and Trade, in October 2024.  Click here also for further information. To equip the office with new civil enforcement powers, on 12 September 2024, the UK government passed the Trade, Aircraft and Shipping Sanctions (Civil Enforcement) Regulations 2024. Click for the explanatory memorandum. OTSI’s enforcement powers come into effect from 10 October 2024. They will apply to all UK persons including businesses wherever they are in the world and any person including businesses in the UK or the UK territorial sea. The regulations introduce new civil enforcement powers, including the power to impose monetary penalties, for breaches of aircraft, shipping and certain trade sanctions. The regulations also give the Secretary of State the option to publish reports where a breach of sanctions regulations has occurred. Click for statutory guidance on the Trade, aircraft and shipping sanctions, civil enforcement. Please click for the latest UK Financial Intelligence Unit SARs in Action magazine, Issue 27. Articles include a look at the UK cross system strategy to tackle professional enablers (individuals or organisations which are providing professional services that enables criminality). The publication also includes some case studies on suspicious activities reports made to UKFIU and an article on “virtual squatting”. The UK National Economic Crime Centre (NECC) recently published its annual report for 2023-2024. It includes some interesting case studies on the takedown of one of the biggest online marketplaces selling stolen credentials to criminals, an investigation into international Cash-Based Money Laundering controller network and case study on the crackdown on romance fraud. Charities news The NI Charity Commission has enhanced the security of Online Services - documents submitted  must not now include special characters in their names. Communities Minister, Gordon Lyons MLA, has appointed Leanne McCullough as a Commissioner to the Board of the Charity Commission for Northern Ireland with effect from 15 August 2024 to 14 August 2029. Central Bank of Ireland news On 18 September 2024 the Central Bank of Ireland (CBI) issued its latest Quarterly Bulletin for Q3 2024. You can read about the latest trends and the outlook for the Irish Economy, an article on economic policy issues in the Irish housing market and an item about climate change in the financial sector. The focus of the climate change article is on describing the new analytical indicators of carbon emissions for financial institutions resident in Ireland. In September 2024, CBI published a page dedicated to frequently asked questions on Markets in Cryptoassets Regulation (MICAR) divided into sections on authorisations, expectations, policy and virtual asset service providers. Government legislation programme Autumn 2024 The Government has published its legislative programme for Autumn 2024. Read the press release here and the contents of the programme here. Since the last publication in April, we have reported on draft legislation and enactments of relevance to members. For example, the Charities (Amendment) Act 2024 which has been enacted and awaits commencement. Also, the Irish Dept. of Finance published the Finance (Provision of Access to Cash Infrastructure) Bill 2024. The Companies (Corporate Governance Enforcement and Regulatory Provisions) Bill has been published and is currently being considered in the Dail. Heads of Bill of the National Cyber Security Bill were published in July 2024. This legislation is to transpose EU Directive 2022/2555 which all EU member states are required to transpose in full by 17 October 2024. Also, heads of bill have been published for the Miscellaneous Provisions (Registration of Limited Partnerships and Business Names) Bill which bill will reform the Limited Partnerships Act 1907 and the Registration of Business Names Act 1963, strengthening Ireland’s regulatory framework and responding to concerns raised in relation to the transparency of Limited Partnerships. Other draft legislation of note in the Autumn legislative programme is the Criminal Justice (Money Laundering and Terrorist Financing) (Amendment) Bill which is heads in preparation, and which is stated to amend the 2010 Act to ensure that Crypto Asset Service Providers are covered by national law in relation to Ireland’s Anti-Money Laundering and Terrorist Financing regime. Also heads in preparation is the Regulation of Artificial Intelligence Bill which will provide for, the designations of Competent Authorities, and penalties, to comply with Ireland’s obligations under Regulation (EU) 2024/1689 laying down harmonised rules on artificial intelligence (Artificial Intelligence Act). Other On 11 September 2024, the Property (Digital Assets etc) Bill was introduced into the UK Parliament. The press release issued on publication of the Property (Digital Assets etc) Bill noted that it will mean that for the first time in British history, digital holdings including cryptocurrency, non-fungible tokens such as digital art, and carbon credits can be considered as personal property under the law. The Bill will also ensure Britain maintains its pole position in the emerging global crypto race by being one of the first countries to recognise these assets in law. Click to read the Bill and the explanatory memorandum. Read details of the UK Law Commission’s work on digital assets here. Companies House in the UK has recently posted a blog on “Authorised Corporate Service Providers [ACSPs]: what you need to know”. Readers may recall that identity verification is a core pillar of the Economic Crime and Corporate Transparency Act 2023 under which Act Companies House will be required to verify the identity of anyone who is submitting information to the public register, including those acting on behalf of a company. The blog gives some information on ACSPs including standards to become an ACSP and registering to become an ACSP.   This information is provided as resources and information only and nothing in the information 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 information. 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 the information 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 herein.

The Department of Enterprise, Trade and Employment has recently confirmed changes to the procedure for notifying the Minister of proposed collective redundancies, pursuant to section 12 of the Protection of Employment Act 1977, as amended. These changes took effect from 1 July 2024 and are on foot of: Employment (Collective Redundancies and Miscellaneous Provisions) and Companies (Amendment) Act 2024 S.I. 324 of 2024: Protection of Employment Act 1977 (Notification of Proposed Collective Redundancies) Regulations 2024 The following is a summary of the changes: All collective redundancies must be notified to the Minister, including where the employer is insolvent. This must be done by the employer or a responsible person (a Liquidator, Provisional Liquidator, Receiver or other court-appointed officer where the employer’s business is being wound up). Notifications may now be submitted electronically to minister@enterprise.gov.ie, as well as by registered post or hand delivery. Additional information is now required in a notification including the contact details of the employer or responsible person; and if the employer is a company, its CRO number. A new optional template form (Form CRN1) has been published to assist employers and responsible persons in complying with their obligations when notifying the Minister. Further information is available on Workplace Relations Commission webpage.

Welcome to the latest edition of Technical Roundup which is published on the first and third Friday of every month. This is the first edition of Technical Roundup since its Summer Break and we have included some updates below which occurred over the Summer. In developments since the last edition Chartered Accountants Ireland were delighted to welcome members who joined on 1 September to the Institute thereby creating the largest professional body on the island of Ireland.  IAASA recently published a consultation paper to obtain stakeholders’ views on its proposal to revise the Ethical Standard for Auditors (Ireland) and the Financial Reporting Council has issued a consultation on revisions to its Guidance on the Going Concern Basis of Accounting and Related Reporting including Solvency and Liquidity Risks. Read more on these and other developments that may be of interest to members below. Financial Reporting The International Accounting Standards Board (IASB) has published several updates over the summer months covering their recent activities, including June 2024 update and podcast July 2024 update and podcast August 2024 update The IASB has published its review of the impairment requirements relating to financial instruments, which indicate that the requirements in IFRS 9 are working as intended and provide useful information to users of financial instruments. The IASB is proposing amendments to its newest standard, IFRS 19 Subsidiaries without Public Accountability Disclosures, which proposes to reduce disclosure requirements for entities applying the standard. The comment period remains open until 27 November 2024. The IASB is proposing narrow-scope amendments to IAS 21 The Effect of Changes in Foreign Exchange Rates. The comment period remains open until 22 November 2024. The IASB is also proposing to add eight illustrative examples to illustrate how companies can apply IFRS Accounting Standards when reporting the effects of climate-related and other uncertainties in their financial statements. The comment period for these proposals remains open until 28 November 2024. The Financial Reporting Council (FRC) has issued a consultation on revisions to its Guidance on the Going Concern Basis of Accounting and Related Reporting, including Solvency and Liquidity Risks The European Financial Reporting Advisory Group (EFRAG) has issued its Annual Review 2023 which includes key developments for 2023 and Q1 of 2024. The FRC has published amendments to the FRS 101 Reduced Disclosure Framework standard. There are minor amendments to the standard including a disclosure exemption from presenting certain comparative information, and a conditional exemption for qualifying entities in respect of certain disclosures about supplier finance arrangements required by IAS 7 Statement of Cash Flows. The FRC has published thematic reviews covering offsetting in financial statements and IFRS 17 first year disclosures. IASB Exposure Drafts On 15th July, the IASB closed the comment period for their exposure draft ED/2024/1 Business Combinations—Disclosures, Goodwill and Impairment (Proposed amendments to IFRS 3, IAS 36). While broadly agreeing with the proposals, the Institute made some recommendations for the IASB to consider when finalising their response. EFRAG and the UK Endorsement Board (UKEB) also responded to the consultation with some recommendations. On 7th August, the IASB closed their comment period for their exposure draft ED/2024/3 Contracts for Renewable Electricity- Proposed amendments to IFRS 9 and IFRS 7. The Institute’s Financial Reporting Technical Committee issued a response to this and noted its overall support for the project, with some areas for improvement and clarification noted. EFRAG and the UKEB also responded to the consultation with some recommendations. IFRS 18 educational material IFRS 18 Presentation and Disclosure in Financial Statements will become effective on 1 January 2027. Some recently published educational material in relation to this new standard includes; IAASA’s policy paper, which sets out some matters for preparers to consider when applying the standard EFRAG’s summary reports on their educational sessions held over the Summer The UKEB have held some outreach activities and have also conducted some surveys on the standard Join us for some Free CPD & learn about the upcoming changes to FRS 102 on 11 September In March, the FRC issued amendments to FRS 102 and FRS 105 as part of its second periodic review of the standards. These changes will become effective in 2025 and 2026. In order to raise awareness of the requirements set out in the amended accounting standards, the FRC will be in Dublin on the 11th September for a free, in-person event. Please join us at the event to learn more about the upcoming changes, including significant changes to lease accounting and revenue recognition. Auditing and Assurance IAASA has published a consultation paper on its proposal to revise the Ethical Standard for Auditors (Ireland) and the comment period remains open until 25 October. The proposed effective date for the new standard is for audits of financial statements for periods beginning on or after 15 December 2025. IAASA has issued the July edition of its Standards Newsletter which includes updates on assurance of corporate sustainability reporting in Ireland and international developments. The FRC has published its sixth Annual Enforcement Review (Review) which provides a summary of FRC enforcement activity for the year ending 31 March 2024. The FRC has published its Annual Review of Audit Quality which covers the inspection and supervision results of the Tier 1 audit firms (BDO, Deloitte, EY, Forvis Mazars, KPMG, and PwC), which the FRC defines as the firms with the largest share of the UK PIE market. International Standard on Auditing for Audits of Financial Statements of Less Complex Entities (ISA for LCE). IAASB has published new supplemental guidance on auditor reporting and new supplemental guidance which has been added to the existing resources issued.  The IAASB guidance includes videos, webinars, and other guidance. Sustainability On 5 July 2024 Minister for Enterprise, Trade and Employment, Peter Burke TD signed into law the Statutory Instrument giving effect to the provisions of the Corporate Sustainability Reporting Directive (CSRD). This legislation was signed just before the passing of the 18-month period whereby EU Member States had to have the CSRD enacted locally. While Ireland made this deadline, not all European countries did. You can keep track of the status of the CSRD transposition across Europe using Ropes & Gray’s CSRD Transposition Tracker. On 7 August IAASA issued a letter to Audit Committee Chairs highlighting their responsibility for the process of preparing sustainability reports as well as for monitoring the assurance process. It also highlights IAASA’s expectation that compliance with these requirements may significantly impact the annual reporting timelines. On 30 August, EFRAG published its XBRL Taxonomy for ESRS Set 1, which enables the digital tagging of ESRS statements. In addition, EFRAG has published the XBRL Taxonomy for Article 8 disclosures. The digital taxonomies enable the marking up ('tagging') of sustainability reporting in machine-readable XBRL format. Over the Summer, the Global Reporting Initiative (GRI) issued some interesting publications, including; GRI best prepares companies for CSRD reporting rules which answers some questions on what the new European Sustainability Reporting Standards mean for the use of GRI standards. GRI and TNFD make reporting on biodiversity easier which introduces a joint interoperability mapping resource and gives a detailed overview of the alignment between the TNFD disclosure requirements and the GRI standards EFRAG’s ESRS Q&A platform continues to provide a useful source of information regarding the ESRS standards. The platform is regularly updated with new questions and explanations. On 5 July 2024 the European Securities and Markets Authority (ESMA) published: a Final Report on the “Guidelines on Enforcement of Sustainability Information” (GLESI), and a Public Statement on the first application of the European Sustainability Reporting Standards (ESRS). Over the Summer, the EFRAG have released a connectivity project initial paper entitled “Connectivity considerations and boundaries of different Annual Report sections” The Ecodesign for Sustainable Products Regulation establishing a framework for the setting of ecodesign requirements for sustainable products was published on 28 June 2024 and entered into force on 18 July 2024.  It expands the scope of and replaces the current Ecodesign Directive (which applies to the energy efficiency of energy using products). Please click the Dept. of Enterprise Trade and Employment link to find out more about the main features of the legislation which include putting a stop to the destruction of unsold consumer goods and promoting and procuring more sustainable products. Sanctions and anti-money laundering The Internet Organised Crime Threat Assessment (IOCTA) issued its annual assessment in July 2024.  The report highlights relevant trends in crime areas such as cyber-attacks, child sexual exploitation and online and payment fraud schemes. Charities news The Charities (Amendment) Act 2024 was enacted in July 2024 and commencement of the legislation is awaited. Anyone who deals with a charity will benefit from reading Mason Hayes & Curran LLP article which deals with a selection of the new features of the 2024 Act. See in particular a useful paragraph on financial reporting requirements. The link to the Mason Hayes & Curran LLP article is here. Also on the charities front, the Irish Charities Regulator has published a newsletter in recent weeks. Charities Regulator News Issue 29 (newsweaver.com). It contains a link to their Annual Report 2023, a very useful article and checklist for a charity which may be selling a property some information on the new Charities (Amendment) Act 2024 and an article on Charity reserves and why they matter. Dept. of Enterprise Trade and Employment news Increase in Company law thresholds come into force 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 came into operation on the 1 July 2024. The Regulations transpose delegated Directive 2023/2775/EU . The purpose of the Regulations and the Directive 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. In October 2023 the Institute, as part of the Consultative Committee of Accountancy Bodies -Ireland responded to the European Commission request for feedback on adjusting SME size criteria for inflation . Please see an Institute news item of June 24, 2024 on Increased size limits for Irish companies signed into law and click for the Dept. of Enterprise Trade and Employment (DETE) announcement referred to in the news item. Please click for a link to the page in the Institute’s technical hub dedicated to details of company law thresholds. Employment (Collective Redundancies and Miscellaneous Provisions) and Companies (Amendment) Act 2024 Readers may recall a news item in our last edition of round up that this legislation had been passed and readers were given a link to an Institute guide on the company law changes. The Act was commenced in its entirety on 1 July 2024. Draft company/business law legislation has been brought forward by DETE recently Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2024 The General Scheme of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2024 was published by DETE in March 2024. Readers can click here for our news item on provisions which might be of interest to members. By way of update readers should note that in July 2024 DETE published the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2024 (“the 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. Click here to see the update on the proposed changes to Irish company law which we published in August 2024. Registration of Limited Partnerships and Business Names Bill (General Scheme) The heads of the General Scheme of the Registration of Limited Partnerships and Business Names Bill 2024 was published in July 2024. The General Scheme is accompanied by a Regulatory Impact Analysis.  The General Scheme proposes to repeal and replace the Limited Partnerships Act 1907 and the Registration of Business Names Act 1963. Subsequently, in August 2024 government approval was secured to commence drafting of the Miscellaneous Provisions (Registration of Limited Partnerships and Business Names) Bill. The proposed Bill would repeal and replace the Limited Partnerships Act 1907 and the Registration of Business Names Act 1963. Both Acts require updating to provide for modern business practices for those engaged in business using a business name or the limited partnership model.  Please click here for an article by law firm Pinsent Masons LLP, an article by law firm Addleshaw Goddard LLP and an article by KPMG Law LLP on the proposals. National Enterprise Hub On 10 July the Minister for Enterprise, Trade and Employment, Peter Burke TD, launched the National Enterprise Hub which brings together information and resources on over 180 government supports.  It is a free service which will make it easier for entrepreneurs to access and avail of grants funding and expert advice across a range of sectors. The hub brings together information and resources on over 180 government supports from 19 different departments and state agencies which can be accessed through the new online hub (www.neh.gov.ie). Please click here for an article by Ogier LLP on the launch of the hub. Pensions Authority The Pensions Authority published 3 publications during the summer which might be of interest. The first is Investment strategy (liquidity risk) guidance for trustees. The next is a link to the launch of the IAPF’s (which represents pension savers)  Cost Transparency Standard (CTS).The third is an information note on the Digital Operational Resilience Act (DORA). Digital resilience - DORA and NIS-2 In August 2024 the Department of the Environment, Climate and Communications published the General Scheme of the National Cyber Security Bill 2024. The Bill, when passed, will implement EU Directive 2022/2555, Network and Information Security Directive known as NIS 2. The directive must be brought into effect by member states by 18 October 2024. When implemented, in-scope entities will have imposed on them a significantly increased cybersecurity preparedness and incident reporting regime. Click to read some further information from the Dept. on the general scheme including the categories of “essential “and “important “entities (which includes for example sectors such as transport, pharmaceutical and healthcare ) and cybersecurity risk management. The three European Supervisory Authorities (EBA, EIOPA and ESMA – the ESAs) will establish the EU systemic cyber incident coordination framework in the context of the Digital Operational Resilience Act (DORA), that will facilitate an effective financial sector response to a cyber incident that poses a risk to financial stability by strengthening the coordination among financial authorities and other relevant bodies in the European Union. Other On 1 September Chartered Accountants Ireland and CPA Ireland commenced operations as one Institute under Chartered Accountants Ireland. CPA Ireland members, students, staff and services have been incorporated into those of Chartered Accountants Ireland creating the largest professional body on the island of Ireland. On 11 July The Central Bank of Ireland published the independent review of its Fitness and Probity (F&P) regime.  The review was undertaken by Mr Andrea Enria the former Chair of ECB Supervisory Board. The Corporate Enforcement Authority has this week published its September newsletter which provides an overview of the CEA’s activities in recent months. This includes information about the CEA annual report, enforcement activities, company law developments and a reminder about its upcoming annual conference on 17 October 2024. You can sign up here  to receive the CEA newsletter directly to your mailbox.          Readers, in particular employers, may find useful A &L Goodbody thoughts and insights after 18 months of the new whistleblowing regime | A&L Goodbody LLP (algoodbody.com) which was published during the summer. It is written 18 months after Ireland transposed the EU Whistleblowing Directive through the Protected Disclosures (Amendment) Act 2022 (“2022 Act”). It notes, for example, a substantial increase in the number of whistleblowing claims and discusses the question most frequently asked by its international employer clients. This is whether the employer can retain its centralised reporting channel at parent company level with the introduction of the 2022 Act or whether each legal entity in a group must have its own internal reporting channels and procedures. Readers are also reminded of the Institute resources in this area. The Institute pages on protected disclosures on the technical hub have a large volume of information and resources available on this topic. In July 2024, the Irish Dept. of Finance published the Finance (Provision of Access to Cash Infrastructure) Bill 2024. The Bill aims to ensure that sufficient and effective access to cash is available in Ireland, and that any further evolution of the cash infrastructure will be managed in a fair, orderly, transparent and equitable manner for all stakeholders. Click here for the Dept. press release and text of the draft legislation. The text of the EU Artificial Intelligence (AI) Act was published during the summer. You can click for the text of Regulation 2024/1689. The AI Act became law on 1 August 2024 and the various parts of the legislation come into effect in the coming years. Please click the link to access a European Commission page on the AI Act. IFAC, the International Federation of Accountants has published a Professional Accountancy Organisation (PAO) Strategy Planning Toolkit which is designed to equip PAOs to develop their strategic plans and develop their operating models.    This information is provided as resources and information only and nothing in the information 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 information. 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 the information 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 herein.

  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.