Central Bank Announces New Lending Rules for Credit Unions

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The Central Bank have issued new regulations regarding new lending rules for Credit Unions. These will come into effect in January 2020.

As a result of the new regulations, the existing lending maturity limits which cap the percentage of their lending for periods of greater than five and ten years will be removed. These maturity limits will be replaced by new concentration limits on a tiered basis, for home mortgage and business loans, expressed as a percentage of total assets.

This means credit unions with the financial strength, competence and capability, will have the flexibility to undertake increased longer term lending. This includes home mortgage and business lending.

“The changes being announced today follow a comprehensive review of the lending framework for credit unions. This forms part of our commitment to ensuring a responsive regulatory framework. It is important that the lending framework remains appropriate for credit unions taking account of their risk management, capabilities, expertise and financial resilience,” said Patrick Casey, Registrar for Credit Unions.

You can read the Central Bank’s press release here.

At Crowleys DFK, we provide a variety of services to credit unions. For further information, please contact Tony Cooney, Partner & Head of Risk Consulting.

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Board Meetings and Minute Taking – What needs to be done?

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Section 160-166 of the Companies Act 2014 (“the Act”) governs both board meetings and committee meetings by laying down guidelines, that can be amended or omitted from a company’s constitution and mandatory provisions, that must be adhered to. For the purpose of this article, board meetings will be the main point of discussion.

Every director is entitled to reasonable notice of the meeting, a meeting can be called by a director alone or by a company secretary at the requisition of a director. The quorum necessary for the transaction of business is fixed as 2 directors. However, where there is a sole director, one director is accepted to meet the requirements of a quorum. A Chairperson of a board meeting can be fixed for a specific period. However if the chosen Chairperson is not present and a period of 15 minutes has elapsed, the directors may choose one of their own to chair the meeting. The majority of votes may pass a resolution. If there is an equal vote, the Chairperson shall be the casting vote.

Section 161 provides for the option to pass a written resolution signed by all the relevant directors (i.e. directors who are entitled to notice of the meeting) in lieu of a board meeting. This has the same effect as physically holding the board meeting with the directors. This section also stipulates the manner in which a board meeting can be held and extends the scope of what it means to attend a board meeting through electronic communication. The section also provides a guide for the location of the board meetings, subject to the company’s constitution:

  • Where the largest group of those participating are assembled
  • If no such group exists, the next suitable location is the where the chairperson is
  • If neither of the above apply, then it falls to any such place that the meeting decides

The Act also covers the requirements for minute taking of the board minutes in section 166. The accurate and efficient recording, drafting and maintenance of minute taking is imperative to ensure administrative compliance. Section 166(1) states that minutes must be maintained for the following purposes:

  • All appointments of officers made by directors
  • The names of all the directors present at each meeting of its directors
  • All resolutions and proceedings at all meetings of its directors

Typically the Chairperson, once approved by the board, signs the minutes at the following board meeting. The board minutes can also be subject to inspection by the Director of Corporate Enforcement. If a company fails to comply with the Director of Corporate Enforcement regarding the request of the company’s minutes, the company and any officer in default shall be guilty of a category 4 offence, i.e. a fine not exceeding €5,000.

For further information, please contact Emma Dunne, Manager of our Corporate Compliance Department.

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The Registration of Business Names Act 1963

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The Registration of Business Names Act 1963 (“the Act”) requires individuals, partnerships and body corporates, who wish to trade under a name that differs from their true name, to register that business name with the Companies Registration Office (the “CRO”). The purpose behind the act reflects the position that the legislation doesn’t allow businesses to hide their true name and thus run the risk of defrauding their consumers.

When does a business name need to be registered?
  • Where an individual uses a business name which differs in any way from their surname.
  • Where a partnership uses a business name which differs in any way from the true names of all the partners who are individuals.
  • Where a company uses a business name which differs from its corporate name.
  • Where a person having a place of business in Ireland carries on the business of publishing a newspaper.
Please note the following:
  • The chosen name for the registered business is not final until approved by the Companies Registration Office.
  • Only residents in the Republic of Ireland can register a business name as a sole trader. If you are not a resident in the Republic of Ireland, a letter of business permission form would need to be sent to the Department of Justice.
  • Registering a business name does not protect the name from being used by someone else – as a company name registration would. There can be multiples of one business name in the Republic of Ireland.
  • A registered business name does not automatically mean the name will be an appropriate and acceptable company name due to their different requirements.
Where does a registered business name need to be displayed?
  • When the certification of registration is granted by the Companies Registration Office, a copy of the certification must be displayed in a noticeable position in the business. If there are multiple locations it would need to be displayed in the prominent place of business along with every branch office, or place where the business is carried out.
  • A company needs to show its registered business name on all corporate documents e.g. letter headings, stationary, resolutions etc.
  • If the business is a body corporate, additional information needs to be disclosed on documents such as the full name of the company, the registered number and the address of the registered office.
Sanctions for a breach of the Act

Section 11 of the Act requires a body corporate or a person to disclose their true name on business documentation, failure to do so can result in a summary conviction.

For assistance in registering your business name, please contact Emma Dunne, Manager of our Corporate Compliance Department.

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Data Breach Trends Identified in First Year of GDPR

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The Data Protection Commission have published an information note on data breach trends identified by their Breach Assessment Unit in the first year of GDPR.

Some of the trends and issues identified by the Breach Assessment Unit include:

  • Late notifications;
  • Difficulty in assessing risk ratings;
  • Failure to communicate the breach to data subjects;
  • Repeat breach notifications; and
  • Inadequate reporting.

You can view the full information note here.

At Crowleys DFK, we are dedicated to helping you achieve GDPR compliance. Our Data Protection Support Services’ team offer the following services:

  • Preparing a Gap Analysis between current practices and those required under the current legislation and regulation.
  • Ensuring Data Protection, Records Management and Retention Policies and Procedures are in line with current legislation and regulations.
  • Conducting Data Mapping exercise.
  • Developing Privacy Notices/Disclosures for your organisation.
  • Determining if a Data Protection Impact Assessment is required by your firm and provide assistance in implementing.
  • Providing support to your appointed Data Protection Officer/Privacy Officer and ensuring their roles and responsibilities fully include the requirements under the GDPR.
  • Providing GDPR workshops/training to Board members and staff.

For assistance or advice on Data Protection, please contact us.

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Government issue Cloud Computing Advice Note for Public Service Organisations

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Cloud Computing Advice Note Public Service Organisations Crowleys DFK Xero Cloud Accounting

In October 2019, the Department of Public Expenditure and Reform published the Government’s Cloud Computing Advice Note. The Note sets out the Government’s view that public service organisations must now take a more proactive and progressive approach to embracing cloud computing.

Specifically, public service organisations are encouraged to take a “cloud-first” approach for all new systems. Likewise, they are encouraged to review all existing systems for cloud capability.

Crowleys DFK have recently been awarded a Platinum Partner status by Xero, a leading cloud accounting software. This recognition confirms that our cloud accounting offerings to our clients is accredited to the highest level.  We are best placed to offer public and private sector clients of all sizes in implementing cloud accounting solutions for their business.

Our team of cloud accounting experts provide the following services:

  • Identify the most appropriate accounting system for your business.
  • Implement the chosen solution for you, tailoring it to your unique requirements.
  • Provide ongoing training and support to you and your staff.

For assistance or advice on cloud accounting, please contact David Coombes, Partner, Public Sector & Government Services.

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Central Bank issues Guidelines on Anti-Money Laundering (AML) and Counter Terrorism Financing

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On 6 September 2019, the Central Bank issued guidelines to help firms meet their anti-money laundering (AML) and countering the financing of terrorism (CFT) obligations.

Money laundering and terrorist financing is a large global issue. An estimate of between 2% (€715 billion) and 5% (€1.87 trillion) of global GDP is laundered each year.

These guidelines aim to help firms to understand their obligations under the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010-2018.

Speaking at the launch of these guidelines, Director General, Financial Conduct, Derville Rowland said,

“Firms must adopt a risk-based approach to fulfilling their obligations and ensure that their controls, policies and procedures are fit for purpose, up-to-date, tested and kept under constant review and scrutiny.”

“Effective regulation in this area strengthens the integrity of the financial sector and contributes to the safety and security of citizens by preventing drug dealers, and those engaged in human trafficking, terrorist attacks and organised crime, from using the financial system to support these activities,” she said.

“Financial institutions must know their customers, understand their customer profiles, monitor the way accounts are used and make reports of suspicions to An Garda Síochána, and the Revenue Commissioners where appropriate,’’ she added.

You can find a copy of the guidelines here and view the Central Bank’s press release here.

If you are a designated person for AML purposes and require assistance with your requirements under the legislation, please contact Tony Cooney, Partner and Head of Risk Consulting.

We provide the following services:

  • AML business risk assessments
  • Update AML policies and procedures for new legislative requirements
  • Provide AML training to Directors and staff
  • Independent AML function audits
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Accountancy Firms Crowleys DFK & Anne Brady McQuillans DFK Announce Merger

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Crowleys DFK Anne Brady McQuillans DFK Announce Merger

Partners from accountancy firms Crowleys DFK & Anne Brady McQuillans DFK pictured announcing both firms are to merge.

Accountancy firms and fellow DFK International members Crowleys DFK and Anne Brady McQuillans DFK have announced they are to merge on 1 January 2020.

The amalgamated firm, which will operate under the Crowleys DFK name, will see Anne Brady McQuillans DFK partners Natalie Kelly and Niall Grant, along with their team of 22 staff, move to Crowleys DFK’s existing Dublin offices at College Green. With a combined annual fee income of over €8 million, 110 staff and ten partners, the merger consolidates the firm as one of Ireland’s leading indigenous accounting, tax and advisory firms.

James O'Connor (CDFK) & Natalie Kelly (ABM)

Announcing the merger of accountancy firms Crowleys DFK and Anne Brady McQuillans DFK are (pictured l-r) James O’Connor (Managing Partner, Crowleys DFK) and Natalie Kelly (Partner, Anne Brady McQuillans DFK).

James O’Connor, Managing Partner of Crowleys DFK, said: “When initial discussions began between the two firms, we quickly saw a distinct alignment both in the benefits of what our combined service offering would bring to our clients and the cultural fit for our staff. And with the creation of 40 new jobs in Dublin and Cork over the next two years in areas such as Internal Audit, IT Audit, Risk Management, Advisory, Cloud Accounting, Public Sector Services and Tax, the merger allows us evolve to meet the growing needs of our collective national and international clients.”

Natalie Kelly, Partner at Anne Brady McQuillans DFK, said: “We are delighted with this merger, which will offer clients increased strength and depth across many areas of expertise and will enable us to develop new services and specialisms. Similarly, our staff will have the opportunity to further develop their careers and to gain knowledge in a range of sectors. We’re looking forward to working with our new colleagues and developing the synergies between the two firms.”

Founded 44 years ago, Crowleys DFK has a client base that includes indigenous owner-managed businesses, and subsidiaries and European headquarters of overseas SME and multinational companies. Anne Brady McQuillans DFK evolved in 2005 when Anne Brady DFK merged with McQuillans DFK. The firm boasts a very strong SME sector client base and an impressive network of connections in the Leinster region.

Both firms are members of DFK International, the international association of independent accounting firms spanning 92 countries, and have a history of working within the network to provide clients with an integrated and robust global service.

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Our Analysis of Budget 2020

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Analysis of Budget 2020

Minister Donohue delivered his “no surprises” Budget 2020 in the shadow of Brexit. Despite our economy being in a strong position and with a general election on the horizon, this was no give-away Budget. Both Minister Donohue and the Taoiseach had managed expectations in advance with talk of “safe choices in relation to taxation” and “modest, targeted welfare increases”.  Prudence seemed to be the order of the day.

There will be no deposit to our rainy day fund this year as the Government expects to have to borrow in 2020 to deal with a potential hard Brexit. A package of over €1.2 billion, excluding EU funding, was announced in the Budget to respond to Brexit.

Climate change was the other main influencer of Budget 2020. Increased carbon tax and other changes to vehicle-related taxes were all designed to support our transition to a low carbon economy. The balancing act for the Government was to ensure that the cost of these changes was distributed fairly. An increase to the weekly fuel allowance and allocations of €3 million to pilot new Agri-environmental schemes and €2.7 billion to the Department of Transport, Tourism and Sport in 2020 were some of the responses to this.

This Budget must have been a difficult one for the Government and partners to agree upon. It makes no moves towards the Taoiseach’s pledge to raise the 40% tax rate threshold to €50,000 and contains minimal social welfare increases. It looks like the possibility of a no-deal Brexit will haunt Irish politicians on the doorsteps long after Halloween and the current proposed Brexit date has passed!

For more information, please contact Eddie Murphy, Partner and Head of Tax Services.

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Highlights from Budget 2020

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Highlights from Budget 2020

Budget 2020 was delivered by Finance Minister Paschal Donohoe today. Below we highlight the main changes that could affect you.

Climate Measures and Carbon Tax

  • Benefit-in-kind on commercial vehicles to be linked to emissions from 2023.
  • Emissions thresholds in respect of capital allowances and VAT reclaim on commercial vehicles to be reduced.
  • 0% benefit-in-kind on electric vehicles will be extended until the end of 2020.
  • A Carbon tax increase of €6 per tonne likely to result in an increase of about 2c per litre of petrol and diesel immediately and about €15 per tank of home heating oil from May 2020.
  • Relief to be provided to hauliers through the Diesel Rebate Scheme for the increased cost of fuel.
  • A new nitrogen oxide (NOx) surcharge will replace the 1% diesel surcharge and will apply to all passenger cars registered from 1 January 2020.
  • VRT relief for hybrid vehicles will be extended until the end of 2020.
  • The weekly fuel allowance will increase by €2.

Brexit Package

  • A package of over €1.2 billion announced, excluding EU funding, to respond to Brexit. This includes:
    • €220 million immediately on October 31st if a no-deal Brexit occurs.
    • €110 million for the agriculture sector
    • €40 million for the tourism sector
    • €365 million for extra social protection expenditure in the event of a rise in unemployment
    • €390 million for Brexit contingency expenditure

Personal Tax

  • The reduced rate of Universal Social Charge for medical card holders to be continued until the end of 2020.
  • Income tax bands and rates remain unchanged.
  • The Home Carer Credit will increase from €1,500 to €1,600.
  • The Earned Income Credit will increase from €1,350 to €1,500.
  • Help to Buy Scheme will be extended until the end of 2021.
  • Living City Initiative will be extended until the end of 2022.

Corporation Tax

  • Confirmation of the 12.5% rate of tax.
  • Special Assignee Relief Programme (SARP) and Foreign Earnings Deduction will be extended until the end of 2022.
  • Enhancements to the Key Employee Engagement Programme (KEEP) and Employment and Investment (EII) programme announced.
  • For micro and small companies:
    • R&D Tax Credit to increase from 25% to 30%.
    • R&D Tax Credit will now be available for certain pre-trading expenditure.
  • The qualifying spend limit for R&D outsourced to third level institutions to be increased from 5% to 15% for R&D Tax Credit purposes.
  • New Anti-Hybrid Rules will be introduced, in line with the Anti-Tax Avoidance Directive (ATAD).
  • Transfer Pricing rules to be brought in line with OECD standards with effect from 1 January 2020.
  • Anti-avoidance measures to be introduced to the IREF and REIT regimes with immediate effect.

Agri Measures

  • Farm Restructuring Relief will be extended until the end of 2022.

Capital Gains Tax and Capital Acquisitions Tax

  • Capital Acquisitions Tax and Capital Gains Tax remain at 33%.
  • The threshold for capital acquisitions tax that applies to children receiving gifts or inheritances from their parents will increase by €15,000 to €335,000.

Other Measures

  • The rate of stamp duty on non-residential property will increase from 6% to 7.5%.
  • A new stamp duty charge of 1% will apply where a scheme of arrangement, in accordance with Part 9 of the Companies Act 2014, is used for the acquisition of a company.
  • The rate of Dividend Withholding Tax to be increased from 20% to 25% from 1 January 2020 with further changes to the DWT regime to follow from 2021.
  • The excise duty on a packet of 20 cigarettes is being increased by 50 cents with a pro-rata increase on other tobacco products.
  • A new relief from betting duty and betting intermediary duty up to a limit of €50,000 per calendar year to be introduced.

Social Welfare

  • The 100% Christmas bonus will be paid out in 2019.
  • The Living Alone Allowance to be increased by €5 in 2020. Increases announced in the Qualified Child Payment of €3 for over 12s and €2 for under 12s.
  • Free GP care will be extended to under-eights and free dental care to under-sixes.
  • Prescription charges for the over 70s are to be reduced from €1.50 to €1 per item.
  • There will be a reduction in the monthly threshold for the Drugs Payment Scheme from €124 to €114.
  • Medical card income threshold for the over 70s to be increased by €50 to €550 for a single individual and by €150 to €1,050 for a couple per week.

For more information, please contact Eddie Murphy, Partner and Head of Tax Services.

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Are you displaying your company information correctly?

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The Companies Act 2014 (the “Act”) places requirements on companies and their officers to display information on company stationery and websites. The requirements set out in the Act are summarised below.

Letterhead

The following particulars must be shown on all business letters:

  • the full name of the company
  • the forename (or initials) and surnames and any former forenames and surnames of the directors and their nationality, if not Irish.

In addition to business letter and company order forms, all limited liability companies must disclose the following, in paper or any other form:

  • the legal form of the company
  • the number under which it is registered with the Registrar of Companies
  • address of the registered office
  • if the share capital of a company is mentioned on letterheads or order forms of a company, the reference must be to the issued share capital

Websites

Companies are required to disclose the following information on their homepage or on an accessible webpage:

  • the legal form of the company
  • address of the registered office
  • if the share capital of a company is mentioned on letterheads or order forms of a company, the reference must be to the issued share capital

This publication is intended only as general guidance and should not be used as a substitute for professional advice.

For further information, please contact Emma Dunne, Manager of our Corporate Compliance Department.

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