The Corporate Enforcement Authority (CEA) has today published its second Annual Report. The CEA writes that the Report details the CEA’s activities during 2024 in furthering its strategic objectives as set out in its Statement of Strategy 2022-2025. The Report features 22 case studies that highlight the wide-ranging impact of the CEA. Those case studies evidence a careful and tiered approach towards the utilisation of the CEA’s suite of enforcement powers. Please click the link to read the CEA press release with a summary of the highlights of the report and click to read the CEA 2nd Annual Report. This information is provided as resources and information only and nothing in these pages purports to provide professional advice or definitive legal interpretation(s) or opinion(s) on the applicable legislation or legal or other matters referred to in the pages. If the reader is in doubt on any matter in this complex area further legal or other advice must be obtained. While every reasonable care has been taken by the Institute in the preparation of these pages, we do not guarantee the accuracy or veracity of any resource, guidance, information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. The Institute is not responsible for any errors or omissions or for the results obtained from the use of the resources or information contained in these pages.

In Irish news this week, Revenue has revised its guidance on the VAT waiver of exemption following the High Court decision in the Killarney Consortium case and Revenue has also updated its guidance on Relevant Contracts Tax (RCT) to clarify the application of RCT on contracts involving both the sale of land and provision of construction services. In UK news, the latest Tax Gap data has been published and HMRC is seeking agent volunteers to take part in testing during phase two of delivery of its Import One Stop Shop system. In International news, the European Commission has published its annual report on taxation. Irish 1. Revenue has updated its guidance on the collection of cancellation amounts arising from the cancellation of a waiver following the High Court’s judgment in the Killarney Consortium C v Revenue Commissioners case. 2. Read the updated guidance published by Revenue on the RCT treatment of contracts that involve both construction services and land sales. UK 3. The 2023/24 Tax Gap data has been published by HMRC. 4. Are you an agent involved in filing Import One Stop System (IOSS) returns and payments on behalf of clients? HMRC is seeking agents to participate in testing during phase 2 of delivery of the IOSS system. Read about what you can expect and how to get involved. International 5. Read the Annual return on taxation 2025 which was recently published by the European Commission. 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 here.  

From the Professional Accountancy team…... Background In the  case of Downtul Limited (in liquidation ) Patrick O'Connell, Ciaran Butler and Colum Butler the liquidator of Downtul Limited (“Downtul”) sought to have two directors (the Respondents) restricted for a period of 5 years from acting as director or secretary of a company. Downtul entered a lease (“Lease”) with Stephen Court Limited (landlord) in respect of a property from which a Starbucks outlet was operated. A separate related company (Atercin Liffey Unlimited Company, “Atercin”) operated the Starbucks. Downtul did not occupy or use the leased property and had no income, or means to generate income, to discharge the liabilities arising under the Lease, including rent. There was also no evidence of any enforceable mechanism for Downtul to recover monies from Atercin to meet its liabilities. Restriction of director -acting honestly & responsibly The case established that Downtul bore the liability and burden of the Lease. The separate related company Atercin occupied and traded from the property and earned revenue from that trade. At all times since the Lease was entered, Atercin and not Downtul had occupied the Property and operated the coffee shop throughout the term of the Lease.  There was no evidence of any agreement or consideration being given to the rights of Downtul. In allowing Downtul to enter and maintain these arrangements, and in failing to ensure an enforceable mechanism by which Downtul could obtain the funds necessary to discharge its liabilities as they fell due or otherwise protect its position, the Respondents failed to demonstrate responsible conduct with regard to the interests of Downtul as a separate legal entity within the Group. Mainly for the above reasons the judge was not satisfied the respondents has acted responsibly in conducting the affairs of Downtul. It was noted that a finding of illegality or unlawfulness is not required to restrict a director under S819. the fact that a transaction is not unlawful does not mean it is not relevant to assessing a director’s honesty or responsibility. The judge also said that the failure to keep proper accounting records, the omission of material disclosures from the financial statements and the failure to minute a single board meeting since 2017 are also – independently of her primary findings of irresponsibility – separate grounds on which she was not satisfied that the Respondents acted responsibly. As she was not satisfied that the Respondents acted responsibly with regard to the conduct of the affairs of Downtul the judge said she was mandated by section 819(2) to make the declaration of restriction sought by the Liquidator.   Accounting records and materiality/disclosure/corporate governance The judgement stated that there were no accounting records, disclosures in financial statements, or board minutes which even refer to the apparent arrangements between Downtul and Atercin. The financial statements make no reference to the Lease or to the receipt of monies from Atercin to pay the rent and other charges associated with the Starbucks property. This the court said underlines the lack of transparency in relation to the affairs of Downtul. Company accounts and records should contain a true and fair view of the company’s financial position. The case also considered the issue of disclosure of material transactions under FRS 102(1A) to ensure a “true and fair view” is given of the company’s financial position. The judge said that a responsible view of Downtul’s financial position would lead to the conclusion that the Lease and issues that arose with the landlord (rent suspension, legal proceedings) are matters that would be material for a user of the financial statements. The evidence and perspective of the Liquidator that these items collectively are material and significant for Downtul was accepted by the court. The judge found in the particular circumstances of Downtul, and the specific evidence adduced, the books that were kept were not sufficient to demonstrate a responsible approach by the Respondents to the maintenance of accounting records such as to enable compliance with section 282 of the Companies Act 2014. the fact that it is a small company or a company with limited activity does not provide an excuse or justification for not maintaining even a minimum record of Downtul’s transactions (quite apart from the more fundamental issues with Downtul’s interaction with Atercin). Finally, on the corporate governance side the judge noted that the Respondents chose to become directors of more than 170 and more than 200 companies respectively. Being a director of so many companies brings with it onerous and important responsibilities. She was not suggesting this is a light task when the Respondents are responsible for some 150- 200 companies, but it was the Respondents who made the decision to incorporate and direct the affairs of such a significant number of companies. The fact they have so burdened themselves cannot absolve them of the obligation to separately discharge the duties incumbent on them in each of those roles. The only question is whether they acted responsibly with regard to the affairs of Downtul. In the absence of any record of a meeting or decision with regard to Downtul from 2017 onwards, she simply could not be, and was not, satisfied in that respect. Conclusion The judgment contains an extensive examination of the grounds for restricting a director under section 819 of Companies Act 2014. There are other useful aspects to this judgment also, including for example an account of the relevant duties of expert witnesses. Readers should note that the judge found that the respondents discharged the burden of showing they acted honestly. However, because she found they had not acted responsibly this was enough to trigger the operation of the restriction provisions in section 819. It should also be noted that the directors have been restricted for 5 years, not disqualified. Restricted means that the person cannot act as a company director (or secretary) for 5 years unless the company of which they wish to be director has an allotted share capital of €100,000 (in the case of companies other than PLCs) with each allotted share to be paid for in cash. Readers can find out more about disqualification of directors in the Corporate Enforcement Authority’s very useful note on the subject CEA Information Note 2024/1 -Circumstances leading to disqualification under the Companies Act 2014 and the associated consequences. This information is provided as resources and information only and nothing in these pages purports to provide professional advice or definitive legal interpretation(s) or opinion(s) on the applicable legislation or legal or other matters referred to in the pages. If the reader is in doubt on any matter in this complex area further legal or other advice must be obtained. While every reasonable care has been taken by the Institute in the preparation of these pages, we do not guarantee the accuracy or veracity of any resource, guidance, information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. The Institute is not responsible for any errors or omissions or for the results obtained from the use of the resources or information contained in these pages.                    

"I look back on her teenage years as being the loveliest stage of her childhood" said no parent, ever. Living with teenagers can be stressful, exhausting, sometimes fulfilling and certainly unpredictable. Here’s some thoughts on how to help your child transition to a happy and healthy young adult, whilst keeping your own professional and personal life on track. Remember you are the expert on what’s right for you and your family, these are only ideas. Be a role model for a happy, healthy and meaningful life Teenagers don’t appear to listen to what we say, but they certainly copy what we do. Pay attention to your own diet, exercise, sleeping habits, alcohol consumption, over-work and other life style choices. That includes letting them observe you having fun and making time for things you enjoy, as well as working and being a parent. It’s not selfish to have outside interests and let your children see that life is for living. Don’t pretend to be a clean-living paragon when you are not. It’s much better for them to see you balance a few days of healthier living to make up for a period of excess, whether through work or play. That’s real life. Turn off the digital devices Teenagers are notoriously critical of their parents so don’t make it easy for them to call you out on double-standards. You can’t expect them to make conversation with you if you are checking your own emails at the dinner table. Try to make some family rules about screen time and stick to them Talk, don’t bottle up your emotions It’s normal to feel frustrated, overwhelmed, and tired from time to time. It’s also normal to feel frustrated or angry with your teenager sometimes too. Reach out to people who will support you. At work, advice and feedback is usually helpful. In our personal lives, you don’t necessarily need advice, just someone to listen to you non-judgementally. It’s ok for your teenagers to see that you can feel vulnerable or overwhelmed from time to time. They will learn how to deal with stressful situations from observing how you cope. Avoid comparisons Other people’s children may appear to be coping much better than yours, and other parents appear to be managing their life and career better also. That may be true, or it may not be. Surround yourself with a supportive network and don’t judge your own family life or other people. Life is a marathon not a sprint. If your children are facing difficulties now, then they will learn from their mistakes and build resilience. Don’t beat yourself or them up for not being perfect. You may even have to relax your high standards – maybe one relaxed, home-cooked meal with all the family round the table each week is enough to aim for? Create an easy space to talk As teens become increasingly independent they often spend more time with their friends than their family. This can feel like a rejection. Try and keep the lines of communication open. It is essential to invest your energy in maintaining a good relationship, even when they have trouble communicating. Talk to them about what you are up to, and perhaps they’ll reciprocate. Find the best time to get them to open up. Many parents say that their teens talk to them when they are taxi-ing them around. If your children are more relaxed in the early evening, then grab a cup of tea and chat to them when you get home, rather than rushing to do chores or doing work. Ditch the guilt Some days you simply have to put your professional life first to cope with the demands facing you. That’s modern life and that’s how you pay the bills. Don’t beat yourself up about it. They’ll respect you for your achievements, even if they don’t show it right now. No one says it is easy to balance work and family life. Smaller children are tiring but they are easier to control than stroppy teenagers. It’s hard for many of us to let go, particularly when we are usually in the driving seat in our personal and professional lives. Pick your battles carefully. Like all childhood phases, this won’t last for ever. Thrive is the Institute's dedicated wellbeing hub that offers emotional support and advice. Looking for more parenting advice, check out our “Back to School”- Managing the Year Ahead webinar. Written by: Zena Everett, Executive Coach. Article reproduced with the kind permission of CABA, the organisation providing lifelong support to ICAEW members, ACA students and their close family around the world.

The Inspiring Excellence 2025 series continued on 26 June with the highly recommended Andy Fell – coach, speaker and business consultant. This session focused on how business leaders can make best use of their time.  Andy presented some simple, practical takeaways based around 11 key frameworks that help busy professionals to be less busy but more brilliant. There was great feedback from those who attended the webinar. You can see Andy's webinar slides here, and a recording of the webinar here.

Revenue has advised there is currently an issue affecting the submission of Form CT1 2025 returns via third-party software. The issue is being dealt with as a matter of priority and a resolution is scheduled for today.

The Minister for Finance has recently issued a press release confirming that the poultry broiler sector will be removed from the VAT Flat-Rate Addition scheme from 1 September 2025. The decision follows advice from the Revenue Commissioners and the Department of Finance that overcompensation is occurring within the sector.  Farmers whose turnover exceeds the relevant thresholds and who are impacted by the change will need to register for VAT if they wish to reclaim VAT on their inputs. The flat-rate addition scheme is designed to reimburse non-VAT registered farmers for the VAT incurred on inputs used in their farming operations. This is achieved by allowing the farmer to add a flat-rate percentage (currently 5.1percent) to the price charged on supplies to a VAT registered person.  EU legislation permits the use of a flat-rate scheme for farmers, with a key condition of the scheme is that it must not lead to farmers being overcompensated for VAT incurred by them on business related expenses. According to the press release, a Revenue investigation in 2018 determined that there was a significant amount of overcompensation occurring in the poultry sector. After a further review over the last 18 months, it has been confirmed that this overcompensation is still occurring. The press release outlines that any queries can be directed to Revenue at the following email address; businesstaxesregistrations@revenue.ie.

Revenue has updated its guidance on Relevant Contracts Tax: Relevant Operations clarifying the treatment of RCT on contracts involving both the construction of property and the sale of land. The guidance also sets out how RCT applies to the deployment of a temporary installation on a site. The updated guidance states that where a contract includes both construction services and the supply of land, only the construction services’ element is subject to RCT. The construction services are also liable to VAT on a reverse charge basis. RCT and the VAT reverse charge do not apply to the consideration for the sale of the land. Where the contract provides for a single consideration covering both the construction services and the sale of the land, the consideration needs to be allocated proportionally by the principal.

Revenue has updated its guidance in Waiver of exemption: Transitional Measures following the High Court judgment in Killarney Consortium C v Revenue Commissioners [2024] IEHC 732. The guidance confirms that from 20 December 2024, any cancellation amount resulting from the cancellation of a waiver will not be collected by Revenue. Prior to the introduction of the new system for VAT on property (from 1 July 2008), leases were divided into short leases (those for a period of less than 10 years) and long leases (those for a period of 10 years or more). In general, short leases were exempt from VAT, but a landlord could waive this exemption. Although no new waivers could commence from 1 July 2008 onwards, pre-existing waivers remained valid for a property which had been acquired by the lessor before that date. Furthermore, if a waiver was subsequently cancelled, the legislation included a clawback mechanism requiring a repayment to Revenue of any input VAT claimed in excess of output VAT paid under the waiver. The waiver cancellation provisions were the focus of the Killarney Consortium case, whereby the consortium contended that EU VAT law does not impose a clawback solely because the level of input VAT deducted exceeds the output VAT paid. The High Court, in upholding the decision of the Tax Appeals Commission, held that the waiver cancellation in these circumstances was contrary to EU law and the principle of fiscal neutrality. The court affirmed that where a business is fully engaged in taxable supplies it is entitled to deduct input VAT on purchases made for the purposes of those taxable supplies.

Revenue has issued an eBrief confirming that revised REIT forms are now available on the Revenue website. REITs with accounting periods ending between 1 January 2025 and 31 December 2025 are required to file an annual statement (Form REIT 3) on or before 28 February 2026. Links to the revised Form REIT3 and the updated Forms REIT1, REIT2, REIT 2A are included in the eBrief.

Last week, the Economic and Social Research Institute (ESRI) published its Quarterly Economic Commentary. In the press release which accompanied the publication, the ESRI refers to the ongoing strength and expansion of the Irish economy but also highlights the downward revisions to global growth forecasts due to the uncertainty caused by the changing position on tariffs. Unemployment is expected to remain low at just over 4 percent across the forecast horizon with real wage growth of 3.5 percent forecasted in 2025 and 2.3 percent in 2026. The ESRI reported total tax revenues continue to perform well, however, corporate tax revenues are lower in the first five months of this year compared to January to May 2024. In an overall assessment, the ESRI highlighted three key concerns: the status on tariffs, the influence of windfall corporate revenues on the public finances and the number of housing completions. 

The latest UK tax tidbits features updated guidance in a wide range of areas. Employment intermediaries reporting requirements, Check if you're an employment intermediary, How to get an agent code for Corporation Tax or Self-Assessment, Agent authorisation: apply using HMRC paper forms, Updating your tax agent contact details with HMRC, Claim a refund of Construction Industry Scheme deductions if you're a limited company or an agent, Help with the Apprenticeship Levy and Employment Allowance — connected entities — GfC10, Check genuine HMRC contact that uses more than one communication method, Change in bonus rates for Save As You Earn (SAYE) share option schemes, Tell HMRC about a transferor or settlor who is domiciled outside of the UK (D31), Tell HMRC about a transferor or settlor who is not a long-term UK resident (D31a), Tell HMRC about a transferor or settlor who is a long-term UK resident, when transitional provisions apply (D31b), Check employment status if you work in hair and beauty, Find software suppliers for the Construction Industry Scheme (CIS), Your responsibilities under money laundering supervision, Check genuine HMRC contact that uses more than one communication method, Extra Support Team, Compliance checks: The Human Rights Act and penalties — CC/FS9, CC/FS72 DSC1 Corresponding with HMRC by email, Check if an email you've received from HMRC is genuine, Named tax avoidance schemes, promoters, enablers and suppliers, Issue briefing: Loan charge letters, Help with charitable giving on your Self-Assessment tax return, List of approved professional organisations and learned societies (List 3), Payroll Giving agencies approved by HMRC, Air Passenger Duty and connected flights, Gilt-edged securities exempt from Capital Gains Tax, Check the status of tax policy consultations, Check if a business is registered for money laundering supervision, Appeals reviews and tribunals guidance, Alternative Dispute Resolution Guidance, Named tax avoidance schemes, promoters, enablers and suppliers, Check if a business is registered for money laundering supervision, Make a subject access request to HMRC, Inheritance Tax: return of estate information (C5 (OUK) (2006)), Set up a limited company: step by step, Warning for agency workers and contractors who are moved between umbrella companies (Spotlight 71), Tell HMRC about the end of a qualifying interest in possession (IHT100b), and Report Climate Change Levy subsidies to HMRC.