International Business Group Update - Other Developments (August 2012)

Author:Mr Robert O'Shea
Profession:Matheson Ormsby Prentice
 
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OTHER DEVELOPMENTS

Use Of US GAAP Extended

The exemption contained in the Companies (Miscellaneous Provisions) Act 2009 (the "2009 Act") allowing the use of US GAAP by certain Irish companies has been extended. The 2009 Act was introduced to facilitate a number of US companies who had re-domiciled into Ireland and thereby established new top holding companies in Ireland but publicly listed in the US.

The Companies (Amendment) Act 2012 (the "2012 Act") provides for an extension in relation to the use of these principles for such companies from financial years ending at the latest on 31 December 2015 to financial years ending at the latest on 31 December 2020. The restriction on the use of this facility to four years is also removed.

The use of the provision is permitted on the basis that the use of those principles in the preparation of the relevant company's accounts does not contravene any of the provisions of the Companies Acts.

The provisions will apply to specified beneficiary companies whose securities are not traded on a regulated market in the European Economic Area (the "EEA"), whose securities are registered with or who are subject to reporting to the US Securities and Exchange Commission (the "SEC") and who are existing eligible beneficiaries under the 2009 Act.

The second category of beneficiary companies are effectively new entrants into Ireland, being companies who have not yet filed or incurred an obligation to file accounts with the Irish Registrar of Companies and whose securities are registered with or who are subject to reporting to the SEC and have not traded on a regulated market in the EEA on 4 July 2012, the date on which the 2012 Act passed into law.

Update On Companies Consolidation Bill

A complete draft of the legislation which will consolidate and simplify Irish company law is expected to be published later this year. Pillar B of what will, when enacted, be the Companies Consolidation Act will contain provisions regulating unlimited and other types of companies and follows the publication last year of Pillar A which deals exclusively with private companies limited by shares.

It is expected that a significant number of the provisions contained in Pillar A will apply in a similar manner to the types of companies to be dealt with in Pillar B, including the provisions permitting companies to have a single director and for companies with more than one shareholder to dispense with the requirement to hold an...

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