knowledge 25 October 2016 |

Financial Disclosure by Unlimited Companies: Update

It is expected that the Companies (Accounting) Bill 2016, which was published on 5 August 2016, will be enacted by the end of 2016

The Bill contains a wide definition of “designated unlimited company”, for which type of company filing (and so public disclosure) of financial statements will be mandatory. That wide definition includes ‘anti-avoidance’ language to ensure that the statutory objective of requiring financial disclosure by designated unlimited companies is not frustrated by corporate and non-corporate structures. For example, an unlimited company would remain a designated unlimited company – and so required to disclose its financial statements – even if there were to be inserted into the existing group structure certain types of foreign trust or foundation (even if that trust or foundation has separate legal personality and does not have any members).

The drafting of the Bill is complex and, where limitation of liability and nonfiling options (as well as retaining indirect control of shareholdings) are important within a group, professional advice is critical. When the Bill is enacted, few nondisclosure structures will remain and, in particular, the use of directly or indirectly controlled non-Irish trusts and foundations will be ineffective for these purposes. We in McCann FitzGerald are considering how sensitive financial information might best be safeguarded in the new environment: come and talk to us.