Is it the end of Non Filing Structures for Unlimited Companies?


The Companies (Accounting) Bill 2016 was published on 5th August 2016.

The main purpose of the Bill is to transpose Directive 2013/34/EU (“the Directive”) on financial statements and related reports of certain types of undertakings into Irish law.

A major change introduced by the Bill, once enacted will be to abolish so-called “non-filing structures” in their current form.  These structures had been used to limit the amount of financial information Irish unlimited companies had to publicly file while at the same time preserving limited liability status for the shareholders.

The Companies Act 2014 (the “Act”) provides that Irish unlimited companies must file financial statements in the CRO where the relevant unlimited company is of a designated type (“Designated ULC”).  Irish unlimited companies with at least one member being an unlimited company incorporated outside the EEA are not Designated ULCs and therefore are not required to publicly file financial statements in the Companies Registration Office (“the CRO”). 

Section 76 of the Bill proposes to amend Section 1274 of the Act by significantly explaining the categories of Designated ULCs required to publicly file financial statements.  In effect, the change will negate the effectiveness of existing non-filing structures.

Ireland is already late in complying with its obligations to transpose the Directive into Irish law as it was due to be transposed by 20th July 2015.  Therefore, we expect that the Bill will be enacted without significant further delay.

Directors of non-filing companies should consider the potential impact to their business of the requirement to publicly disclose company’s future financial statements, particularly sensitive financial information.  Additionally, such companies should evaluate their corporate structure to assess the impact of the new rules.

Contact Brian Dignam Director OSK to discuss how the new Companies (Accounting) Bill 2016  will apply to your unlimited company or in relation to audit and accounting services or call 01 439 4200.

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