Update on Non-filing Structures
An Irish unlimited company can avoid publishing its accounts in the Companies Registration Office where it has a member that is a non-EU incorporated limited company and at least one member that is a non-EU incorporated unlimited company. The exemption applies even if the shares in the non-EU incorporated unlimited company are wholly owned by a non-EU incorporated limited company, thereby giving the group limited liability.
On 26 June 2013 the European Council adopted Directive 2013/34/EU concerning annual financial statements, consolidated financial statements and related reports of certain types of undertakings (the “Directive"). The Directive provides that:
“[t]he scope of this directive should be principles based and should ensure that it is not possible for an undertaking to exclude itself from that scope by creating a group structure containing multiple layers of undertakings inside or outside the Union”.
The Directive identifies the types of entities that fall within its scope, which include Irish unlimited companies where the direct or indirect members of the company, having otherwise unlimited liability, in fact have limited liability by reason of those members being undertakings which are either (i) EU limited liability undertakings or (ii) non-EU entities having a comparable legal form to EU limited liability undertakings.
The Directive’s implementation date passed on 20 July 2015. It is expected that the Companies (Accounting) Bill (the “Bill”) will be published during 2016 to transpose the Directive. It is expected that the existing non-filing exemption for unlimited companies noted above will be removed by the Bill, possibly for 2016 financial statements onwards.
While the full extent of the changes resulting from the Bill will not be known until the Bill is published, clients with non-filing group structures should monitor developments closely as it may become necessary to unwind or amend those structures.
If you have any queries in relation to the content of this update, please contact:
Corporate & Commercial team
Please contact your usual contact at Ronan Daly Jermyn.