News

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

In Irish news, we remind you of the approaching capital gains tax (CGT) payment deadline on Sunday 15 December and provide an update from the recent Tax Administration Liaison Committee (TALC) Collections meeting. In UK news, the deadline for agents to provide details of their agent codes is today Friday 6 December and in this week’s miscellaneous updates the latest Agent Update and the most recent News and Information Bulletin from HMRC contain important guidance on submitting self-assessment returns for 2023/24 where taxpayers are impacted by overlap relief and the transition year of basis period reform. In International news, the Commission has closed State aid investigations into the Fiat, Amazon and Starbucks tax rulings.  Ireland Readers are reminded that Sunday 15 December 2024 is the payment deadline for capital gains tax (CGT) liabilities arising in the period 1 January to 30 November 2024. We provide an update from the recent Tax Administration Liaison Committee (TALC) Collections meeting. UK The deadline for agents to provide details of their agent codes to HMRC is today, Friday 6 December. This week’s miscellaneous updates contains important guidance on submitting self-assessment returns for 2023/24 where taxpayers are impacted by overlap relief and the transition year of basis period reform. International The Commission has closed State aid investigations into the Fiat, Amazon and Starbucks tax rulings. Keep up to date with all the latest Irish, UK, and international tax developments through Chartered Accountants Ireland’s Tax Newsletter. Subscribe to the Tax News by updating your preferences in MyAccount. You can also read this week’s post EU exit corner.

In this article, the Thrive Wellbeing Hub looks at an epidemic that Ireland is facing and that is high levels of loneliness.  Many of us feel lonely from time to time. However, everyone’s experience of loneliness is different and personal. It is widely believed those who experience loneliness are those who may live alone or don’t have many friends or family around. Conversely, you can have lots of social connections, support and contact but still feel like you are alone. Loneliness can be compounded by stigma, but it is an epidemic and levels are prevalent, especially here in Ireland. A survey carried out by the European Commission’s Joint Research Centre (JRC) reported Ireland has the highest levels of loneliness in Europe with over 20% of respondents reporting feeling lonely. Another research report by Irish Life found that more than one in three adults in Ireland would describe themselves as lonely or isolated. Other studies and research have linked loneliness and isolation with serious health and wellbeing impacts. It has been suggested isolation; Increases the risk for all causes of premature death – rivalling smoking, obesity and inactivity. Increases the risk of dementia by 50%. Increases the risk of heart disease and stroke by 29% and 32% respectively.  Associated with higher rates of depression anxiety and suicide. Quality over Quantity Loneliness is a state of distress where there is a gap in desire for social connection and actual experiences of it. Humans are inherently social creatures that benefit greatly from quality relationships that make us feel safe, valued and feed our sense of purpose. Depending on your personality, the amount of social interaction needed varies from person to person. Loneliness is linked to the quality of relationships as opposed to the number of relationships. A lack of authenticity in our relationships can feed feelings of loneliness and even those in relationships, those with large friend groups or those surrounded by people daily can experience deep loneliness. Certain times or life events can also affect our levels of loneliness and isolation. For example, feeling lonely around Christmas or Valentine’s Day, or missing someone after a bereavement. A common measure for loneliness is the UCLA loneliness scale which asks individuals how often they feel the following; Feel they lack companionship Feel left out Feel in tune with the people around them Feel outgoing and friendly Feel that there are people they can turn to Dealing with it While an easy fix may seem elusive, there are lots of ways to deal with loneliness and isolation. A major hindrance in treating loneliness is many may feel reluctant to even acknowledge it or how it affects them. Feel the feelings It is important to know loneliness is a totally normal characteristic of life and it doesn’t mean there is something wrong with you. Everyone goes through lonely periods and feelings of isolation often come and go. Accept that you feel lonely presently and that is okay, and that there will be times when you won’t feel this way. It’s also important to remember you’re not the only person to feel this way. Sometimes, there is a comfort in knowing you’re not alone in your loneliness. Talk it out It is a difficult situation to open up about but there is no shame in feeling lonely. Finding someone to speak and open up to can really help in so many ways. It could be that you need or would prefer to talk to a professional – there are plenty of support services out there including the mental health support from Thrive which includes counselling and coaching. Company of 1 There is a huge difference between being alone and being lonely. Improving your relationship with yourself can help tremendously in combating feelings of loneliness. Use alone time to get in touch with yourself and to feel more comfortable with just yourself for company. Spending time alone can be liberating and can be a great way to wind down. You have the power to be your own best friend and liking your own company is a step towards better confidence. Distract Keeping yourself busy is a great way to improve your feelings of loneliness. Starting a hobby or delving into your interests can help you to feel less alone and a way to pass the time. It also allows room for connection if in a group setting and volunteering can help strengthen your sense of purpose and meaning. Always wanted to learn a new language? This could be the perfect time to commit. The Thrive Wellbeing Hub has many supports in place to help you tackle difficult feelings whether it loneliness or other emotional distress. Take a look at the supports we provide. You can contact the thrive wellbeing team by email at: thrive@charteredaccountants.ie or by phone: (+353) 86 0243294

UK  Recent communications with Insolvency Practitioners (IPs) authorised to take insolvency appointments in the UK have been advised of Council’s decision to revoke its status as a Recognised Professional Body (RPB) in the UK. This means that Chartered Accountants Ireland will not be authorising insolvency practitioners in the UK from 1st January 2025. The Professional Standards department has been communicating with these IPs to assist in the application process and to ensure a smooth transfer to an alternative RPB.   Ireland   In addition to UK insolvency regulation, Council has also decided to cease the proactive monitoring of members providing insolvency services in Ireland. Members will no longer be required to hold an Insolvency Practising Certificate (IPC) to take insolvency appointments in Ireland. To reflect the above policy change regarding IPCs, appropriate amendments have been made to the Institute’s Public Practice Regulations. Insolvency services will be included within the general definition of ‘accountancy services’ (therefore requiring the holding of a general ‘Practising Certificate’). This means that the Institute may review insolvency-related work of individual members at its discretion. These changes remain consistent with the provisions of section 633 of the Companies Act, 2014 which requires liquidators to hold a current practising certificate issued by a Prescribed Accountancy Body or specified other bodies. It is also consistent with the approach to insolvency regulation applied by other Prescribed Accountancy Bodies.

The Institute has issued its response to the International Accounting Standards Board’s (IASB) Exposure Draft “Climate-related risks and Other Uncertainties in the Financial Statements”. The Exposure Draft, which proposes eight examples illustrating how entities may apply the requirements in IFRS Accounting Standards to report the effects of climate-related and other uncertainties in its financial statements, was issued by the IASB in July 2024. While highlighting its support of the overall objectives of the IASB, as well as the usefulness of illustrative examples in helping entities report on areas of uncertainty, the Institute’s Financial Reporting Technical Committee noted some concerns in relation to the way in which some of the examples are drafted. In addition to this, the Institute called for more guidance and analysis relating to determining the level of adjustment required to terminal value and discount rates in relation to medium to long term impacts of climate risk. The Institute’s response can be read in full here. 

Typically, the festive season is a joyous occasion and a time for celebration, but it can equally be an extremely busy and demanding time that often puts extra pressure on us whether socially, financially or emotionally.  For some, it is a time where they acutely feel the loss of loved ones and feelings of loneliness. The festive period can affect your mental health in many ways and can bring up feelings of being overwhelmed, anxious, stressed. Our Thrive wellbeing team has compiled a list of tips to help you look after your mental health this Christmas. Realistic expectations It is easy to get carried away with the expectations of a perfect Christmas and everything that goes with it. However, this can cause disappointment and impact our self-esteem if it doesn’t turn out how we hoped. Be realistic about what you can expect from the festive season and avoid unhealthy comparisons with others. Create your own Christmas agenda for how you want to spend your time, focusing on a couple of things that are most important to you. Take a break The Christmas period can be the one time of year where we can truly take a break from the demands of day-to-day life. It is essential for our mental wellbeing to have some time-out to help prevent stress and feelings of being overwhelmed. Take this time to rest and restore your energy especially if you are feeling particularly drained. Make sure you set time aside to be by yourself if you need it and engage in activities that help you relax and unwind. Christmas is a time of compassion and giving, so why not indulge in some self-compassion and treat yourself. Reflect As the year draws to a close, you can quickly fall into the trap of thinking about everything you didn’t achieve and all those forgotten resolutions and goals. Try not to be too hard on yourself as you begin to reflect on the year that has passed. Accept the year for what it was and acknowledge the (big and small) things you have achieved and where you are now.   Say no Leading up to and during Christmas you can find yourself inundated with social engagements, invites, and being surrounded by people. If you are feeling uncomfortable or unsettled with the incoming invitations, the key is to give yourself permission to say no. You may want to limit your social interactions and while it is important to maintain some social connection it is imperative that you set clear boundaries with yourself on how much interaction you want to have. Balance your sense of social obligation against your need for self-care and time by yourself.   Healthy habits The temptation to overindulge is ever present at Christmas - the few extra tipples, lounging on the couch watching Christmas movies or over-doing it on the mince pies and rich food. Overindulging can cause your motivation levels to diminish and make you feel sluggish and not ‘yourself’. Alcohol may make you feel relaxed at first, but it is a depressant which can cause low mood and irritability. Strive to maintain some balance across the festive period if you can. Maintaining a relatively healthy diet and getting some exercise will give your mental health a much-needed boost. Get outdoors, wonder at the Christmas lights and decorations in your area or head out on a nature walk, it will do you a world of good. It can be quite difficult to maintain your usual routine over the holidays too. The best way to retain some semblance of routine and structure is keeping a healthy sleep pattern. Sleep is an essential component to not only positive mental health but also our physical health. Talk to someone The expectations of the festive season can take its toll and the pressure to have a good time can be overwhelming. How we feel can become all-consuming. If you are struggling it is important to talk to someone about how you are feeling. Your family and friends are your best support system, reach out to someone you feel comfortable disclosing your feelings to. If Christmas is a hard time for you, it's important to remember that you are not alone. Help is here if you need it. The Institute’s wellbeing hub, Thrive, provides an array of mental health supports to members and students. Whether you need a listening ear, wellbeing advice or professional counselling, we are here for you. You can contact the team by email at: thrive@charteredaccountants.ie or by phone: (+353) 86 0243294 Merry Christmas!

The Financial Reporting Council (FRC) has updated their suite of factsheets addressing FRS 102. These factsheets provide additional guidance to assist with the application of FRS 102 and include three new factsheets. Of particular interest to preparers and other stakeholders will be the new factsheets published which address the new accounting requirements for revenue recognition and lease accounting (effective for periods commencing on or after 1 January 2026). In addition to the new factsheets, five factsheets have been updated and two factsheets (which related specifically to the 2017 Triennial Review) have been withdrawn. Following the additions, updates and withdrawals, there are now eight staff factsheets in issue which are available on the FRC website; Factsheet 3 – Statement of cash flows Factsheet 4 – Financial instruments Factsheet 5 – Property: Fair value measurement Factsheet 6 – Business combinations Factsheet 7 – Transition to FRS 102 Factsheet 8 - Climate-related matters Factsheet 9 – Initial application of the Periodic Review 2024 amendments Factsheet 10 – Revenue from Contracts with Customers Factsheet 11 – Lease accounting for lessees

The European Commission has closed three in-depth State aid investigations into transfer pricing tax rulings granted by Luxembourg to Fiat and Amazon, and by the Netherlands to Starbucks. Following judgments by the EU Courts, the Commission found that the tax rulings did not grant the companies selective advantages.

Income-based tax incentives for R&D and innovation (IBTIs), sometimes referred to as patent boxes, innovation boxes, or intellectual property (IP) regimes, reduce the tax burden on the income that firms generate from their innovation activities. They have become part of many governments’ tax supports policy toolbox, with more than half of OECD countries offering IBTIs in 2023. This blog highlights five need-to knows about these incentives, the key categories of IBTIs, and their use, design, generosity and cost to governments and draws on the latest OECD evidence in this area.

Revenue has updated the Tax and Duty Manual which explains some of the key definitions and terms used in the close company provisions in Part 13 TCA 1997. The guidance now outlines how, in certain circumstances, taxpayers can seek agreement from Revenue that the close company legislation will not apply to an Irish resident company where the ultimate ownership and control of the company is widely dispersed among a large number of investors in funds operated through a limited partnership structure (paragraph 1). The details to be submitted to Revenue for the request to be considered are also outlined in the manual. With effect from 2 December 2024, these requests must be submitted via the Revenue Technical Service in accordance with the procedures set out in its guidelines.

Section 840A TCA 1997 restricts the ability of certain companies to claim a deduction for interest payable on certain connected party borrowings to fund the acquisition of certain assets from other group companies. Revenue has published a new Tax and Duty Manual which provides guidance on interest on loans to defray money applied for certain purposes under section 840A.

Revenue has warned that it did not issue SMS (text messages) seeking personal information from taxpayers in connection with a tax refund or seeking credit/debit card details. Revenue never sends emails or text messages requiring customers to send personal information via email, text or pop-up windows. Anyone who receives an email or text message purporting to be from Revenue and suspects it to be fraudulent or a scam should simply delete it. Anyone who is actually awaiting a tax refund should contact their local Revenue Office to check its status. Anyone who provided personal information in response to these fraudulent emails or text messages should contact their bank or credit card company immediately. Further information is available on Revenue’s security page.