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Welcome to the FMB Chartered Accountants Blog. We answer all of your financial and accountancy questions, as well as keep you up-to-date with the latest news from FMB.

Resignation of Directors

David McArdle - Friday, August 22, 2014

There is no legal limit to the amount of time that you can remain a director of a private limited company, as long as you continue to meet the mandatory requirements. However some restrictions are imposed for public companies and the Multi-Unit Development Act, 2011 also limits the terms that Directors of Owners’ Management Companies may serve on the board.




There are of course a wide variety of circumstances that may require a Director to resign, ranging from a conflict of interest, a desire to seek new opportunities elsewhere, a disagreement with the board of directors on a commercial point or indeed if they believe that the company is undertaking activities that are illegal or fraudulent.


Retirement by Rotation

Some companies, inline with Table A of the articles of association, include a regulation which provides that up to one third of directors retire each year. Usually these directors then offer themselves for re-election at the annual general meeting, conversely a director may retire by therefore simply not offering himself for re-election. In practice this provision tends to be cumbersome and inconvenient and many private companies amend their Articles to remove it.


Resignation by Notice in Writing

Table A again requires that notice of resignation be given in writing. Such notice should be addressed to the chairman or secretary and be precise as to the actual date of resignation,

furthermore it cannot be retrospective.


Whilst this provides a general rule of thumb for the most common mechanism utilised for resigning as a Director, individual companies may include specific provisions of their own Articles such as the length of notice required and the format or manner in which it is to be delivered.


How is a Resignation Notified to the CRO?

As with the appointment of a Director, the resignation of one must also be notified to the CRO on a B10 form within 14 days of it occurring. Are signing Director cannot sign his own B10 form and the onus is therefore on the company, and the remaining Directors, to ensure that the form is lodged. Just like an appointment, the company must also ensure that the Register of Directors & Register of Directors’ Interests is duly updated.


What Happens if a Company Fails to File a B10 Form?

If a company fails to file aB10 form in respect of a Director who has resigned, there is a procedure in place whereby the former Director can notify the CRO of his own resignation

using a Form B69. Prior to filing the form B69, the Director in question must follow a specific procedure.


This includes notifying the company in writing of his resignation, which, if not acted upon, is then followed by a further request to the company for the B10 to be lodged within 21 days and the resigning Director also forwarding a copy of his resignation and his notice of request to the company, to every person who is, to his knowledge, an officer of the company.


Removal of Directors

A Director cannot be dismissed by the board unless the Articles of Association make specific provision for it. However, if someone is a life Director of a private company, they can be dismissed from that position, at any time before the expiration of their term of office, by an ordinary resolution passed by the shareholders in general meeting.


This is regardless of any provisions that might exist in the Articles of Association or indeed in any contract of service between the company and the Director. Are solution to dismiss a Director in this manner must firstly be proposed by a shareholder who requisitions the Directors to call an EGM, which must be held at extended notice.


The company must also send notice of the EGM to the Director who is to be removed and he must be afforded the opportunity to make representation. Once there solution has been passed,

the form B10 is then filed with the CRO in the normal manner. When undertaking any procedure to retire or dismiss a Director, extreme care should be taken to ensure that their signing powers on the company’s bank account and elsewhere are cancelled. The dismissal of a Director may

also lead to the Director in question seeking damages, if he is an employee, for breach of his service contract, or he may also be able to claim redundancy payment or compensation

for wrongful dismissal.


If he is also a shareholder it may lead to a winding-up petition or a petition based on oppression. For these reasons, legal advice should always be sought prior to proceeding with the removal of a Director.


Resignation of Directors is a follow up article of our past blogs, How to Become a Director? and Appointing a Director.


Contact our team for advice and information. Call FMB on 01 645 2002 or email enquiry@fmb.ie.

You can also signup for our quarterly Newsletter and keep up-to-date with FMB news on business, finance and more.


eDay Deadline from Revenue

David McArdle - Thursday, August 21, 2014

Revenue launched a reminder of the eDay deadline for which central Government, local authorities and State agencies stop issuing and accepting cheques from businesses.




eDay is the 19th September, this year.


eDay is there to encourage SME’s away from using cheques as it is an expensive way of payment for businesses. As stated by Revenue, ’Businesses are migrating away from cheque usage and opting for more efficient payment methods instead. e-Day will move this process along while reducing costs for businesses.’


Revenue’s online payment methods as an alternative to cheques and cash include direct debits, single debit instructions, debit card and credit card.


Business Customers using Cheques

Revenue has advised those that are business customers paying or receiving cheque refunds to be prepared for the eDay Deadline.


Business customers can contact ROS Payment Support Unit at 1890 226 336 to discuss payment solutions with the Revenue Commissioners.


Contact our team for advice and information. Call FMB on 01 645 2002 or email enquiry@fmb.ie.

You can also signup for our quarterly Newsletter and keep up-to-date with FMB news on business, finance and more.

Appointing a Director

David McArdle - Thursday, August 07, 2014

Last month we talked about Who Can Become a Director. Today FMB highlights the important points for Appointing a Director.




Appointment of Directors

New Directors can be appointed to a company in a number of ways;

  • By an ordinary resolution of the shareholders at a general meeting
  • By co-option by the existing board of Directors. Directors so appointed are usually required to retire and stand for re-election at the next Annual General Meeting
  • By any special procedure provided for in the Articles of Association e.g. the Articles of a subsidiary company may empower the parent company to appoint or remove a director by way of notice sent in writing to the registered office of the company.

Whichever mechanism is used, all appointments of directors must be notified to the Companies

Registration Office within 14 days, through the filing of a B10 form. The Register of Directors and the Register of Directors’ interests, if appropriate, must also be updated, as a B10 on its’ own, whilst indicative, is not conclusive proof of who is an officer of the company.


Can I Be a Director of More Than One Company?

A person can hold up to 25 Irish directorships at any one time. In the calculation of this threshold, certain directorships can be excluded such as those relating to public limited companies and or groups of companies.


Can I Be Appointed a Director Without My Consent?

Both the notice of the appointment of first Directors (CRO form A1) and the notice of appointment of all subsequent Directors (CRO form B10), must contain the signature of the appointee signifying their consent to their appointment. Therefore, appointments cannot be made effective without your consent.


Contact our team for advice and information. Call FMB on 01 645 2002 or email enquiry@fmb.ie.

You can also signup for our quarterly Newsletter and keep up-to-date with FMB news on business, finance and more.


HRI Electronic System

David McArdle - Wednesday, July 30, 2014


Revenue has launched a new Home Renovation Incentive (HRI) electronic system which homeowners can use to check if a contractor is tax compliant. Contractors can enter details of qualifying works and payment received through the HRI on ROS.


The HRI scheme provides for tax relief for homeowners by way of an income tax credit at 13.5% of qualifying expenditure on repairs, renovations or improvements carried out to the Homeowners main home by qualifying contractors.


A homeowner cannot claim a tax credit if details of the works done and payment information is not logged online by the contractor. Where work has been carried out from 25 October 2013 to 9 April 2014, contractors must enter the relevant information online before 8 May 2014.


Homeowners are encouraged to check online to see if the relevant details have been updated prior to claiming the tax credit.


Contact our team for advice and information. Call FMB on 01 645 2002 or email enquiry@fmb.ie.

You can also signup for our quarterly Newsletter and keep up-to-date with FMB news on business, finance and more.



Automatic Exchange of Information

David McArdle - Wednesday, June 25, 2014

‘Automatic Exchange of Information ("AEOI") is a relatively recent component of international cooperation in tax matters. Ireland fully supports the global move towards AEOI and is actively involved in progressing AEOI within the EU, the OECD, and on a bilateral basis.’ - Revenue.ie

The Foreign Account Tax Compliance Act (FATCA)

In December 2012, Ireland concluded an Intergovernmental Agreement with the United States. This was put in place to improve International Tax Compliance and Implement FATCA. In order for the exchange of information, the Irish financial institutions must report to Revenue the details of accounts held by them.

1, July 2014 is the deadline for the Regulations to be enacted and in force. This will allow Financial Institutions to commence the required due diligence and account information gathering from that date. The Guidance Note is in the final stages of review.

Common Reporting Standard (CRS)

The Common Reporting Standard ("CRS") for the automatic exchange of financial account information was approved by OECD in February 2014. This is a common model of AEOI which draws on the work of global anti-money laundering standards and the model FATCA Intergovernmental Agreement. Over 40 countries, including Ireland, have committed to the early adoption of the CRS.

Ireland will bring forward legislation to enable Revenue to make regulations to govern the collection of data from Irish financial institutions when the Commentary for the interpretation of CRS is finalised.

EU Directive on Administrative Cooperation (Council Directive 2011/16/EU)

The EU Directive on Administrative Cooperation states that ‘EU Member States shall engage in the automatic exchange of available information concerning residents of other Member States in respect of 5 categories of income and capital:

  • Employment income;

  • Directors’ fees; Life insurance products not covered by other Directives

  • Pensions;

  • Ownership of and income from immovable property.’


If you need any advice, contact FMB by calling 01 645 2002 or emailing enquiry@fmb.ie.

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PAYE: Employer’s obligation to Register Employees

David McArdle - Thursday, June 19, 2014

On 13th June 2014 the Revenue Office released a Tax Briefing with regard to new responsibilities for employers in relation to the PAYE system. Employers are now obligated by law to maintain and keep a Register of Employees and may at any time be requested to produce a hard or soft copy of the register.




The Register of Employees details

The Register of Employees must contain certain details of each employee beginning from the tax year 2012 and cover all subsequent years. Details that must be included in the register for each employee are:

  • the name,

  • address and

  • Personal Public Service Number (PPSN) of each employee;

  • the date of commencement of employment of each employee;

  • and where relevant, the date of cessation of employment of each employee.


The brief also states that employers must keep and maintain the Register of Employees (or a copy of it) either at the normal place of employment of each employee or at the main place of business of the employer. In the event of an employer having more than one place of business, the Register of Employees may be kept in one location where the records are held may be accepted as that employer’s main place of business for the purposes of being the place of retention of that employer’s Register of Employees.


Producing the Register of Employees

Revenue officers carry out pre-arranged and unannounced visits to businesses to ensure that such businesses comply with their tax and duty obligations (including obligations on employers to register with Revenue for the purposes of the PAYE system and to keep and maintain, for PAYE purposes, a Register of Employees). Such visits may be random, may be part of a "sectoral review" of specific types of businesses or may stem from complaints to Revenue as regards an employer’s failure to operate the PAYE system (or to operate the PAYE system correctly).


Employers may be requested to produce an extract of their Register of Employees within a specified time period. There is a statutory obligation on employers to produce either their Register of Employees or an extract of same, upon request from a Revenue Officer, within a specified time period.


Penalties

Where an employer is obliged, but fails, to keep and maintain a Register of Employees at the normal place of employment of each employee or at that employer’s main place of business, Section 987 Taxes Consolidation Act 1997 provides that that employer shall be liable to a penalty of €4,000. In addition to the penalty of €4,000, where that employer is a company, the secretary of that company is liable to a penalty of €3,000.

In some instances, an employer may, for the purposes of payroll, human resources or fulfilling a non-tax related statutory obligation, hold a record or register of all employees (and former employees). Such a record or register will suffice as a Register of Employees for PAYE purposes provided that it includes the relevant details outlined above.


If you need any advice, contact FMB by calling 01 645 2002 or emailing enquiry@fmb.ie.


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FOREIGN EXCHANGE: Risk Management

David McArdle - Friday, June 13, 2014

The Irish economy generates foreign exchange (FX) flows of approximately €200 bn every year from the import and export of goods and services in addition to financial flows. Volatility in the FX markets is an ever present challenge to financial managers and business owners who are trying to minimise the impact that movements in FX rates can have on their core business.



An effective and flexible hedging strategy can achieve the dual aim of protecting the bottom line while giving the business the opportunity to benefit from an improved exchange rate environment in the event it becomes achievable throughout the year. The reality is that nobody can predict where the market will be in 3, 6 or 9 months time but we can examine current conditions, weigh up how these factors will evolve over the coming months and make informed decisions based on these considerations


What you can do?


SPOT

Spot contracts are suitable for those who need to buy or sell a currency quickly, and need to make payments to suppliers or convert sales proceeds immediately. Price and speed of delivery are the most important factors to consider.


FORWARDS

This type of contract allows you to book an exchange rate for a specified date in the future. Forward contracts are a useful hedging tool that allow you to lock in a rate now for a transaction at a later date, providing certainty as to the Euro equivalent of your income or expenditure. This allows you to protect your business against adverse movements in the currency markets.


OPTIONS

Typically an option is a contract that gives you the right, but not the obligation to exchange money at a pre-agreed exchange rate on a future date. However, for the extra flexibility that foreign exchange options can provide, there is a cost to purchase these contracts in the form of an up-front premium.


ORDERS

LIMIT ORDERS

Orders can be left out in the market, allowing you to target an exchange rate that is better than what is currently available. When the target rate is reached, you will automatically buy or sell the currency required. These can be useful if you have specific currency requirements but are not restricted by tight deadlines.


STOP LOSS ORDER

A stop loss order allows you to set a minimum or 'worst case' exchange rate at which you will buy or sell your currency. It is put in place to ensure that, should rates move against you, you have a safeguard in place to protect against further dis-improvement beyond your 'worst case' rate.


If you need any advice or information, contact FMB by calling 01 645 2002 or emailing enquiry@fmb.ie.


Sign up for our quarterly Newsletter and keep up-to-date with FMB news on business, finance and more.



CGT Exemption for Assets

David McArdle - Monday, May 19, 2014

Capital Gains Tax Exemption for Assets

Land or Buildings acquired between 7/12/2011 and 31/12/014


TIME IS RUNNING OUT!


‘Where land or buildings are acquired between 7 December 2011 and 31 December 2014, and held for at least 7 years, the chargeable gain will be reduced in the same proportion that 7 years bears to the period of ownership of the relevant asset.


For example, if a building which has been held for 10 years is disposed of, the chargeable gain in respect of that building will be reduced by seven-tenths.


This relief applies in respect not only of land or buildings in the State but also to land or buildings situated in any EEA State.’


Finance minister, Michael Noonan, has indicated that this very generous relief will not be extended beyond 31 December 2014. Therefore, to ensure you can avail of this relief you need to act prior to 31 December 2014.


Remember, this relief applies to all commercial property, residential  property and land.


If you need advice on this topic or any other tax matter please do not hesitate to contact any of our team, call FMB on 01 645 2002 or email enquiry@fmb.ie.

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FMB 12th place in Top 1000 Auditors

David McArdle - Friday, May 16, 2014


FMB Chartered Accountants has been ranked 12th place in the Irish Times Top 1000 Auditors list. 

Compiled by the Irish Times journalists, Top 1000 Audit Watch offers a comprehensive market analysis including audit firm, audit fees and non-audit fees. 

As their Audit Methodology states, Top 1000 Audit Watch is the first survey of its kind, analyzing who audits Ireland's largest companies and how much they charge for doing so.

See the full list HERE


Get in touch with FMB and call 01 645 2002 or email enquiry@fmb.ie.

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iXBRL filing

David McArdle - Wednesday, May 14, 2014

Phasing in of mandatory iXBRL filing for corporation tax: a brief summary

Since November 2012, those obliged to file corporation tax and income tax returns have had the option to file financial statements in iXBRL format via ROS (Revenue On-line Service). iXBRL (or inline eXtensible Business Reporting Language) is a language that allows financial information to be communicated and presented in a format that may be read and analysed, both by people and computers.




This process involves presenting the data (financial statements) in a normal document format but with iXBRL “tags” embedded in the soft copy document. Tagging involves the application of computer-readable tags to business data, which enables the data to be processed and analysed automatically by software. iXBRL tags are interpreted by reference to a “taxonomy” which is, in essence, a dictionary linking each tag with the concept it identifies.


In line with the approach taken to e-filing on ROS, Revenue is rolling out mandatory filing of iXBRL financial statements for corporation tax payers in stages and has made the necessary changes in Finance Acts 2012 and 2013 to enable this. The first group, cases dealt with by

Large Cases Division (LCD), has been required to do so for all corporation tax returns (Forms CT1) submitted from 1 October 2013 on, for accounting periods ending.


Phase 2 will extend mandatory iXBRL filing to all corporation tax payers, except those meeting the audit exemption criteria below, for Forms CT1 submitted after 1 October 2014 for accounting periods ending on or after 31 December 2013.


The three criteria for exclusion from this phase are

  • The balance sheet value of the company does not exceed €4.4 million;

  • The amount of the turnover of the company does not exceed €8.8 million; and

  • The average number of persons employed by the company does not exceed 50.


These criteria correspond to the current audit exemption criteria; note that to be excluded from the Phase 2 filing obligation, a company must meet all three criteria.


Phase 3 will involve virtually all remaining corporation tax payers (though exemptions may still be available for “inactive” companies or companies in liquidation). It is currently expected that this will commence in 2015. Further details are to be announced in due course.


Companies not yet subject to mandatory iXBRL filing may do so on an optional basis. Revenue strongly encourage companies to use either the optional filing period or the test filing facilities to ensure they are fully prepared for mandatory filing. It seems likely that very few companies within the charge to Irish corporation tax will escape mandatory iXBRL filing.


If you need advice on this area please get in touch with us and call FMB on 01 645 2002.


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