Closed for Christmas

The office will close 20th December 2019 at 3pm.  It will reopen on Thursday 2nd January 2020. 

Thank you to all our clients and suppliers for a wonderful 2019 and here’s to continued success in 2020!

Governance Seminar 2020

We are delighted to confirm the renewal of our annual Not for Profit Governance Seminar for 2020.

Date for your diary: 27th February 2020

Time: 9:30 – 13:00

2020-02-27T15:52:00

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Governance 2020

Location: Crowne Plaza, Santry, Dublin 9

Themes and topics to be confirmed in the new year. If you wish to register your interest in attending please email info@wda.ie

2019 CGT Deadline

If you sold, gifted or transferred an asset between 1 January and 30 November 2019, or received capital payments from such assets, the deadline for payment of any Capital Gains Tax due is  15 December 2019.

https://www.revenue.ie/en/news/articles/cgt-deadline.aspx

If you have made a disposal and need assistance in making the correct returns or need advice on preparing your liability please get in touch.

info@wda.ie

01-6771411

For disposals between 1 December and 31 December 2019, the payment deadline is 31 January 2020.

These arrangements apply to all taxpayers, including PAYE and self-employed.

Registration of Beneficial Owners

*Not Spam – Company Compliance Obligation!!

If you are a Director or a Secretary of a company and are unaware of the requirements then you are not alone as we have had a number of clients email us to query whether these emails are spam. This is a new anti-money laundering compliance requirement whereby all companies in Ireland are obliged to upload the details of all beneficial owners of the company.

If you are the Secretary of a Company in Ireland you will have received an email from the CRO in relation to the company’s duties to file a return to the http://www.rbo.gov.ie.

Background

The Criminal Justice (Money Laundering and Terrorist Financing) (Amendment) Act 2018 transposes the majority of the Fourth EU Money Laundering Directive (4MLD) into National Law. Statutory Instrument Number 110 of 2019 transposes the elements of 4AMLD & 5AMLD that require companies and industrial and provident societies to maintain an internal register of their beneficial owners and to file this information with a central register.

The Regulations came into effect on the 22nd March 2019, with immediate effect for companies/societies to create and maintain their own internal register.

Any company/society who has not filed on or before the 22nd November 2019, will be deemed to be late and be subject to sanctions as prescribed in the Regulations including significant fines

The central Register of Beneficial Ownership of Companies and Industrial and Provident Societies (RBO) is a standalone Register which is being established under anti-money laundering legislation, not company law.

The filing of beneficial ownership data must be done through the on-line portal on the RBO website http://www.rbo.gov.ie and is therefore a process separate to the registration of information/forms under the Companies Acts etc. If we act as your professional advisers then we are authorised to present this information on your behalf as Presenters and can provide you with the assurance that this will be complete in advance of the filling deadline and not leave you exposed to potential non-compliance sanctions and fines. We will be in contact shortly to confirm your company details before completing the submission.

RBO – Information Requirement

The requirement for corporate and legal entities (“companies/societies”) to hold their own beneficial ownership register was transposed into Irish law by Statutory Instrument No 110 of 2019. The following information is required for each Beneficial Owner:

  • Company / Society Name:
  • Company / Society Number:
  • Surname:
  • Forename(s):
  • Date of Birth:
  • PPS Number
  • Nationality
  • Country of Residence:
  • Statement of the nature & extent of interest held:
  • Statement of the nature & extent of control exercised:
  • Residential Address:
  • Eircode (optional):
  • Date of entry as beneficial owner:
  • Date of cessation as beneficial owner:
  • If either,
    • after having exhausted all possible means and provided there are no grounds for suspicion, no natural person is identified, or
    • if there is any doubt that any natural person so identified is a beneficial owner of the relevant entity, there shall be entered in the company/society’s internal register as its beneficial owners, the names and details of the one or more natural person(s) who hold the position(s) of senior managing official(s)(SMO) of the company/ society.

All the same details must be entered in the internal register and in the RBO for an SMO as for any other beneficial owner. Relevant entities shall keep records of the actions taken to identify their beneficial owners. (Regulations 5(4) & (5) of S1 110/2019 refer).

  • Presenter Details:
  • Name of presenter:
  • Address of presenter:
  • Phone number of presenter:
  • e-Mail address of presenter:
  • Capacity in which the presenter is acting: (eg officer/employee of company/ society, person acting on behalf of the company/society etc).
  • If the presenter is not a natural person, please enter the name, address, phone number and e-mail address of a natural person for correspondence purposes.

Companies/societies should familiarise themselves with their responsibilities as set out in Regulation 21 of Statutory Instrument No 110/2019

  1. to maintain an internal register of beneficial owners, and
  2. to file data with the Central Register (RBO).

Companies/societies and their agents should also be aware of their responsibilities under GDPR for safeguarding any personal data they hold in respect of its beneficial owners.

Entities should seek their own legal advice/opinion to ensure compliance in this regard.

* The forename & surname entered in the RBO Portal must match the legally registered name of the natural person, i.e. the name as registered on your PPSN with the Department of Employment Affairs and Social Protection.

The Registrar reserves the right to reject any submission where the name entered on the RBO Register does not match the name as registered on your PPSN with the Department of Employment Affairs and Social Protection.

Can you afford to have poor corporate governance?

The below observations/ findings are all informed by a review of the publicly available records and does not purport to be a review of the governance or the effectiveness of the board of the FAI. We are using the facts and information to inform advice regarding the importance of strong governance and the need for preemptive independent reviews and oversight.

As the scandal of the FAI rumbles into it’s second month we are comforted with the news that the FAI have engaged a fourth independent review of it’s affairs. We will soon be able to delve into the reports of Mazars and Grant Thornton for insight into the organisation and read about the mismanagement and corporate governance failings that precipitated the fall of the empire.

Relative to the expected costs of the independent reviews will we really learn anything new about the organisation? It is apparent that the Board were found wanting for the most basic corporate governance standards: independence & objectivity (The former CEO serving as Director for 18 YEARS ), long association (5 of the remaining directors had served >13 years each), segregation of duties (The former CEO serving as Director for 18 YEARS), lack of oversight of operations or internal controls (As borne out by the admission of ignorance of the €100k loan issued to the organisation by the then CEO).

Auditors Deloitte reported the company for failing to keep proper accounting records, which is potentially a criminal offence.

Form H4 filed by the Audit Firm on 12 April 2019.

As per http://www.governancecode.ie the Football Association of Ireland are on the compliance journey. It’s fair to assume now that they didn’t get terribly far on their journey. For a Type C organisation there are only 75 compliance obligations in the Governance Code.

If the Governance Code was not appropriate or transferable to the organisation then a specifically sport oriented good governance toolkit may have been of use to the organisation. In 2016 the “Better Board Stronger Sport” project and toolkit was released through Sport Ireland. The project was a European Commission funded project and had direct input from Just Sport Ireland’s Sarah O’Connor & Conn McCluskey. I have used the toolkit included in this publication on a monthly basis since it was published. It is practical, user friendly and provides some excellent guidance around governance in sport. When this publication was released Just Sport Ireland and the FAI had a common director in Sarah O’Shea.

Feature 1: Act in the best interest of the sport
Feature 2: Define the role of the Board and evaluate their performance
Feature 3: Establish a balanced competency based Board
Feature 4: Set the vision and mission and provide leadership on the strategy
Feature 5: Establish effective controls
Feature 6: Act with transparency and be accountable to stakeholders
Feature 7: Engage with sporting and non-sporting bodies
Feature 8: Work as a team
Feature 9: Focus on membership
Feature 10: Promote good governance throughout the sport

On the FAI website there is reference to the directors membership of “7 Committees” despite there appearing to be 9 committees referred to in the same article. There is a lack of transparency in regard to the organisational structure. There is no reference to the existence of a Nominations Committee.

From the above: 1. International, 2. Domestic, 3. National League Executive, 4. Legal & Corporate Affairs, 5. Underage, 6. Women’s Football, 7. Finance, 8. Development,
As per Financial Statements: 9. Audit

The Board has established an Audit Committee with responsibility for monitoring the effectiveness of the Association’s risk management and internal control systems. The audit committee comprises of members from the National Council

Taken from the 31-December-2017 Audited Financial Statements.

There is no further reference to the composition of the Audit Committee, the work or reviews undertaken or any reports issued by the committee in the annual report , audited financial statements or the FAI website.

Perhaps it is the cynicism of an Auditor but I am confident that there are many more organisations that would not stand up to the scrutiny that the FAI have faced recently. The hope is that those organisations like many of the directors in the FAI will be acting in the interest of the organisations mission and objectives however, you as a Director, have a duty to protect the organisation and preserve and protect the services that you are providing to your stakeholders.

We urge you please don’t waste your money on governance reviews after the fact. Act now. Get an independent assessment of your corporate governance now and prepare a road map to ensure sustainable on-going good governance.

Credit Union – Business Model Strategy

Your Strategic Planning Document is a living breathing document. It underpins your every decision and you report on the key performance indicators and goal achievement on a monthly and quarterly basis…. or is your strategic plan gathering dust on a shelf?

The strategic vision of the Registrar is “Strong Credit Unions in Safe Hands”. The foundation on which this strategy is built is on the belief that strong, well-governed Credit Unions, led by volunteers and retaining their local identity should remain an important part of the financial landscape of Ireland.

In February 2019 The Central Bank issued it’s guidance report on the Business Model Strategy for the sector. Downloadable directly the below link:

BM Guidance

https://www.centralbank.ie/docs/default-source/regulation/industry-market-sectors/credit-unions/communications/reports/business-model-strategy—guidance-for-credit-unions.pdf

Detailed within the report are the ten interrelated components to be considered when you are completing any business model risk assessment. We are now using these headers to assess all Strategic Plans. Does your strategic plan adequately assess challenge all of the below items?

  1. Common Bond: the differentiated groups of members to whom the business model is to deliver value.
  2. Member Relationships: the ongoing relationship (physical and virtual interaction) established with members.
  3. Delivery Channels: the routes for reaching new and existing members, for sales and ongoing relationships.
  4. Value Propositions, Products and Services: the value delivered in terms of products/services and other attributes.
  5. Revenue Streams: the new and recurring value being paid for products/services and other attributes.
  6. Key Activities and Key Resources: Key Activities are the activities needed to deliver on value propositions, while key resources are the resources (physical, financial, staff, know-how, software etc.) needed to deliver on value propositions.
  7. Key Partners, Outsourcing and Shared Services are the business partners, suppliers, collaborating entities in formal partnerships that are involved in the supply of products and/or services.
  8. Cost Analysis: the costs of delivering value propositions.
  9. Financial planning: the effect of business model change on financial performance.
  10. Balance sheet considerations: the effect of business model change on the balance sheet.

If your credit union has not completed a detailed review of it’s business model and strategic plan then you may benefit from a third party assessment. We can also assist management teams and Boards to effectively collect their strategies and goals into a fit for purpose reporting format. 

Should you require additional information or a consultation please contact us directly.

Charities VAT Refund Scheme

VALUE-ADDED TAX (REFUND OF TAX) (CHARITIES COMPENSATION SCHEME) ORDER 2018 (S.I. NO.580 OF 2018)

Key Points

  • CRA registered Charities can now reclaim VAT paid on expenditure
  • Relating only to expenditure incurred on or after 1 January 2018
  • Refunds paid 1 year in arrears upon successful approval
  • Claims made through ROS and must include Audited Financial Statements for the period to which the expenses relate.
  • Funds is capped @€5m

Next Steps

  • As the fund is capped @€5m it is recommended that you close off your audit as a matter of priority so that your organisation is eligible to process the application for the refund.

The Value-Added Tax (Refund of Tax) (Charities Compensation Scheme) Order 2018 (the “Order”) was signed into law on 18 December 2018. The Order gives effect to the promise announced in Budget 2018 that a VAT Compensation Scheme for Charities (the “Scheme”) would allow charities to reclaim a proportion of their VAT costs, based on the level of non-public funding they receive.

The Scheme applies to VAT paid on expenditure on or after 1 January 2018. Refunds will be paid one year in arrears and a capped fund of €5 million is available to the scheme in 2019 (the Scheme and this cap will be reviewed after three years).

Where the total amount of claims in a given year exceeds the capped amount, charities will be paid on a pro-rata basis. For administrative purposes, claims valued below €500 will not qualify for a refund. In order to qualify for the Scheme, charities must be registered with the Charities Regulator, have tax clearance, and provide a set of audited accounts for the year in which the claim is being submitted. The charity making the claim is responsible for complying with the conditions of the Scheme. Where the secretary or trustee makes a claim on behalf of the charity, they are also responsible for complying with the conditions of the Scheme.

The facility to make claims under the Scheme is now available on Revenue’s Online Service and approved repayments are likely to issue in November in the year in which the claim is made.

If you are a trustee of a Charity or work for a Charity and need assistance with filing the VAT Refund Claim or if you need any additional information please do not hesitate to contact us.

Charities Governance Code

Are you Compliant and are you ready to report to the CRA?

In November 2018 the Charities Regulator launched the Charities Governance Code, which sets the minimum standards, which everyone on the board of a registered charity, should ensure their charity meets in order to effectively manage and control their organisations.

The Governance Code is available to download here: https://www.charitiesregulator.ie/media/1609/charities-governance-code.pdf

For the first time in Ireland Charities will be expected to report to the Charities Regulator on their own compliance with The Code. The regulator has set out a schedule for the roll-out of this requirement:

  • 2019 – will be a year of learning and preparation for charities.
  • 2020 – will be the first year that registered charities are expected to comply with the Code.
  • 2021 – will be the first year that registered charities are expected to report on their compliance with the Code.

WDA have designed a full compliance programme to ensure your organisations compliance with the code. We have been conducting compliance audits based on the Good Governance Code for a number of years. WDA have worked with charities and not-for-profit organisations for over 25 years. Primarily as Statutory Auditors and Advisors however, our Compliance and Advisory Partner, Jason Dowling CPA, manages a full suite of services for the sector including:

  • Governance Reviews
  • Board & Staff Training
  • Regulatory Compliance Audits
  • Regulatory Compliance Monitoring
  • Risk Management – Advisory and Outsourcing
  • Data Protection – Compliance Assessments + Monitoring

We recommend that 2019 is not only the year of learning for your organisation but that it is the year to get your house in order in advance of the mandatory reporting. An independent assessment of your organisations compliance with the Code in 2019 will provide you with a structure and road map to compliance. Do not wait to start the journey next year, the time to start the journey is now.

Is your Organisation compliant with the Code?

Do you have the resources or experience to complete an assessment?

Are you ready to report to the CRA on your compliance?

If you are not ready to answer the above question or need help to do so contact us today for a free consultation and no-obligation quote via the form below:

Or call us on: 01-6771411

Small & Micro Companies

Small & Micro Companies – The New Reporting Requirements

Companies Act 2017 (CA2017) introduced new, simplified accounting requirements for small and micro companies coming from the Small Companies Regime (SCR) and Micro Companies’ Regime (MCR) which derive from the provisions of the 2013 EU Accounting Directive. This reduces administrative burden on small and micro companies. They can adopt simpler requirements in respect of financial statements and reports for a FY.

Qualification to use the SCR and MCR

A company must qualify in order to apply the SCR or MCR in the final preparation of accounts. Some companies are dis-applied from the regimes as ‘ineligible entities’, even if they meet the size criteria. Included here-under are some company types that would be regarded as ineligible:

Scenario 1 – a company that meets the micro size thresholds but is part of a group and included in the consolidated financial statements cannot qualify for the MCR – subsidiary cannot qualify as a micro company.  
Scenario 2 – Holding company meets micro size thresholds but prepares group financial statements, cannot be a micro company.  
Scenario 3 – a subsidiary that meets the small size thresholds itself but is part of a larger group that does not meet the small thresholds can qualify for SCR in preparing its individual financial statements, but not the audit exemption.  
Scenario 4 – a holding company that meets the small size thresholds but is the holding company of a group containing an ineligible entity cannot qualify for the SCR., as to qualify as a holding company, no member of the group can be an ineligible entity.      
  Small Company Small Group Micro company
CA 2014 section280A 280B 280D
Turnover not exceeding€12M (increased from €8.8M)€12M net or €14.4M gross €700,000
Balance sheet total not exceeding€6m (increased from €4.4M) €6m net or €7.m gross €350,000
Average number of employees not exceeding 50 50 10

Can all company types qualify for the SCR or MCR?

Eligible    Excluded
Company limited by shares Public limited companies (PLCs)
Company limited by guarantee (CLG) public unlimited companies (PUCs)
Designated activity company (DAC) public unlimited companies with no share capital (PULCs)
Unlimited company (ULC)  

What accounting standards do companies use when applying the SCR and the MCR?

Small Companies      Micro Companies
FRS 102 section 1A FRS 105

Both applicable standards have been amended to reflect the Irish company law disclosure requirements.

  • SCR and MCR mean fewer disclosures are required in the statutory financial statements of companies

The information required to be provided in the notes to the financial statements of companies adopting the SCR or MCR is driven by CA 2014, FRS 102, section 1A and FRS 105. One of the main advantages of adopting SCR or MCR is the reduction in number of notes to be provided with financial statements. CA 2017 provides exemptions for certain part 6 disclosures, however, this also included new note disclosure requirements. An example being section 321, which requires the reason for an accounting policy change and the impact of the change on the financial statements for current and preceding financial years. Also, notes must be presented in the order in which the items to which they relate to are presented in the balance sheet and profit and loss account.

Details of the disclosures required under the SCR and MCR?

Details of the disclosures required are found in CA 2014 (primarily part 6), the relevant Schedule to CA 2014 and the applicable accounting standards.             

The inclusion of the Irish legal disclosures of the SCR and MCR into FRS 102 and FRS 105 respectively is positive for preparers of financial statements as it creates a ‘one stop shop’ of accounting standard and company law requirements for the financial statements of companies applying the regimes.

  • Disclosing directors’ remuneration in a small and micro company financial statements

Disclosures are required in the financial statements of a company adopting SCR, under FRS 102, including payments to third parties for services of directors.

Companies preparing accounts under FRS 105 1A, MCR, are exempt from these requirements to disclose director’s remuneration.

  • SCR and statement of cash flows

Section 7 of FRS 102 contains a requirement to present statement of cashflows. A small entity does not have to comply with this, although it must qualify as a small entity under FRS 102.

Audit Exemption

Non-group company – May avail of the audit exemption provided that it qualifies as a small company and meets the other requirements of CA 2014.
Group company – Definition of group wider for audit exemption
– To qualify it must head up a group which also meets the small criteria (sub group)
– Small company, part of a group – assess whether largest group to which company belongs qualifies as small.
– Main group qualifies as small, then small company within the sub group may avail of audit exemption.
– If main group does not qualify, precludes all members
– Presence of a securitisation company (s.110 company) in main group precludes all other members  

Do the changes introduced by CA 2017 require more information to be included in financial statements that are abridged for filing purposes?

Possibly, depending on the circumstances. While overall disclosures for SCR and MCR companies have been reduced, all notes to the statutory financial statements are now required to be included in the abridged financial statements. Previously it was just certain notes to be included.

Other considerations when filing include that it is no longer a requirement when filing an annual return with abridged financial statements to include separate statement with director’s interests in shares and debentures.

Small and micro companies are exempt from filing a director’s report.

In conclusion, the simpler requirements of the SCR and MCR are designed to reduce the administrative burdens.

For further information on the Micro-Companies Regime and to see if your company qualifies please do not hesitate to contact us.

Veterinary Practice Valuations

As reported by http://www.farmersjournal.ie the tough working conditions, burnout and hard earned income is pushing veterinary practitioners to the brink.

The 2018 Veterinary Practice Survey Report, conducted by HLB Sheehan Quinn, showed that almost half of vets said they would be willing to sell their practice to a corporation, with exhaustion cited as reason for wanting to sell.

The Veterinary Sector has seen a significant increase in the market share of large operators like Independent Vetcare (IVC) and CVS Group Ltd. The growth of  these Corporate operators has been aided by aggressive acquisition strategies by both companies in Ireland and the UK. Struggling practitioners in a lot of cases simply cannot risk turning down the offers tabled.

WDA have been providing accounting and advisory services to Veterinary Practices for a number of years and have built up significant expertise in the sector. If you are currently considering an offer or would like to establish a valuation for your practice please get in touch and we will be able to talk you through your options.