When a non-cash asset is acquired from a director of a company where shares are issued in return for this, is an ordinary resolution required to be passed under Section 238 CA 2014?

Yes an ordinary resolution is required to be passed under Section 238 CA 2014 to permit the transfer.

When assessing the 10% rule with regard to loans/quasi loans/credit transactions/guarantees does each director and their connected persons need to be considered separately in determining whether the 10% rule has been breached?

Yes the 10% rule is for each director and their connected persons. So if two unconnected directors had loans that if net off would not be reportable (as below 10% of the relevant net assets) but in isolation the debit balance is reportable then the auditor must report and the director would be in breach. […]

When assessing whether the 10% rule (rule used when assessing whether an illegal loan under S.239 Companies Act 2014 has been provided to directors) is breached, should transactions carried out in the normal course of business be brought into account?

No. Where the balance has arisen from the company entering into transactions in the normal course of business and: The values of the transactions is not greater than what is normally offered to other parties; and was not unreasonable to be offered based on the financial standing of a similar company then this does not come […]

When do minutes have to be signed with regards to signing accounts, can you sign accounts and then have an AGM later. Also how long do you get from the year end to hold an AGM?

Under Section 160 CA2014, the Directors meeting been convened to approve the accounts for signing and recommend the resolution(s) to members and to convene the AGM. Under Section 341 CA2014 the financial statement may be signed off and available at the AGM, If not, the AGM must still be held (and notice given if the […]

When does a B83 (request to change a company’s existing financial statement year end date) need to be filed by?

Section 288(8) requires the Form B83 to be filed in the CRO within 28 days of the annual return date (ARD). Example: Company A has an ARD of 30 September, in this instance the form B83 must be filed with the CRO on or before 28 October (where paper Form B83 is being submitted it […]

When does a company transition from a dormant company & loose audit exemption?

Question: We have a client Irish company that qualified for audit exemption up to 31/12/2017 on the basis that it was a dormant company. This company is a full subsidiary of a much larger non-Irish company and thus had it not been “dormant” it would have needed an audit performed. This company qualified for […]

When does a company transition from a dormant company & loose audit exemption?

Question: We have a client Irish company that qualified for audit exemption up to 31/12/2017 on the basis that it was a dormant company. This company is a full subsidiary of a much larger non-Irish company and thus had it not been “dormant” it would have needed an audit performed. This company qualified for […]

Where a beneficial owner cannot be determined so therefore the beneficial owner is determined to be the board of directors. Is it possible to nominate one person on the board as the beneficial owner for the beneficial ownership register?

No the beneficial ownership register requires all persons on the board of the directors of the company to be named in the beneficial ownership register. You cannot pick and choose. The European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2016 refers.

Where a beneficial owner cannot be determined so therefore the beneficial owner is determined to be the board of directors. Is it possible to nominate one person on the board as the beneficial owner for the beneficial ownership register?

No the beneficial ownership register requires all persons on the board of the directors of the company to be named in the beneficial ownership register. You cannot pick and choose. The European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2016 refers.

Where a company is a CLG, who is deemed to be a beneficial owner for the purposes of the beneficial ownership register?

Since November 2016, all corporate entities (Companies and Co-Ops) are required to have in place a Register of Beneficial Ownership. This is governed by the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2016. A Beneficial Owner is defined in the regulations as someone who directly or indirectly has control of 25% or more of […]

Where a company is a CLG, who is deemed to be a beneficial owner for the purposes of the beneficial ownership register?

Since November 2016, all corporate entities (Companies and Co-Ops) are required to have in place a Register of Beneficial Ownership. This is governed by the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2016. A Beneficial Owner is defined in the regulations as someone who directly or indirectly has control of 25% or more of […]