Directors of Irish Companies with UK only Directors
The Irish Companies Act requires that certain Irish companies must have an EEA resident director. After 2021, or the effective date of Brexit if later, a UK resident director will no longer satisfy this requirement. The obligation applies unless one of the following has been obtained;a €25,000 bond (to cover fines and other obligations) ora certificate from the Companies Registration Office (based on certification by revenue Commissioners) that the company has a real and continuous link with a trade in the State.
There is no equivalent requirement under the UK Companies Act at present.
Branches of EU companies must register on the Companies Registration Office branch register. Branches of non-EU companies have similar obligations to register on the external register. The Irish company registration office proposed to move UK companies on the branch register to the external register.
In the same way, EU companies will be treated as overseas companies instead of branches for the purpose of UK Companies House filing.
EEA companies including Irish companies which are registered with a UK establishment (overseas company) must publish additional information on websites letterhead and order forms. This must set out information about where it is incorporated the legal form of the company and its status.
It is proposed by the UK to give three additional months to companies concerned to file the relevant information.
The older EU Companies directives on accounting requirements as well as more recent directives in relation to accounting reporting standards are reflected in the Irish and UK companies’ legislation. The standards are likely to continue to apply being reflected in such legislation and being based on international standards.
It is anticipated that the UK’s accounting framework will remain unchanged after the exit date. After the exit date, UK companies may use the UK adopted International Accounting Standards rather than the EU adopted International Accounting Standards. They are the same at present but may diverge later.
After the exit date, the EU group accounting provisions will no longer apply to UK companies. Accordingly, a UK parent will not suffice in the Republic of Ireland/EU to secure exemption from producing group accounts. Equally existing exemptions for dormant companies with UK parents will no longer be available.
Group Accounts Exemptions
Equally, UK incorporated companies within the EU (more accurately EEA) parent, will have certain exemptions removed. This includes exemptions from producing financial statements and like information included in the EEA parent’s consolidated annual report. It may also lose an exemption from audit for subsidiaries of EEA parents.
Accordingly, such companies in each of the EU and UK may need to produce accounts and may not be able to rely on the exemption. They may be able to reorganise their structure so that there is an EEA parent or in the case of a UK company a UK parent.
Likewise, certain exemptions generally available for EEA subsidiaries of UK registered parent companies will no longer be available in Ireland/the EU. This may depend on the companies’ legislation in the state concerned.Equally the same exemptions would not be available for UK companies with EEA parents in the UK.
UK auditors and firms who are approved to conduct audits work in the EEA based on UK audit qualification will be subject to the rules of the state concerned such as the Republic of Ireland in respect of the conduct of audit work post-Brexit.
Existing statutory auditors who have registered with the UK recognised professional bodies based on having passed an aptitude test will have their registration continued after exit day. Any EEA statutory auditor who would like to practise in the UK after exit day will have until 31 December 2020 to become a UK statutory auditor by beginning an aptitude test process (and completing it successfully).
From 1 January 2021 new arrangements will be put in place that reflect that EEA states will be third countries to the UK. Auditors from the Republic of Ireland will not be affected, and most will not need to sit an aptitude test as their audit qualification is recognised by professional bodies that are recognised in both the UK and the Republic of Ireland.Most Republic of Ireland auditors will not need need to sit an aptitude test.
All EEA auditors, including from the Republic of Ireland, will continue to be eligible to be included in a UK firm’s required majorities of owners and managers, though EEA audit firms will not be counted in these majorities from 1 January 2021. This will not affect a Republic of Ireland audit firm that is also a UK registered audit firm.
UK firms have until 1 January 2021 to consider whether they need to take account of the place of EEA firms in their majorities and decide if any restructuring is required. This will not be needed if the EEA firm is a Republic of Ireland firm that also has a UK registration.