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Roberts Nathan News

  Business

Budget 2023 – What does it mean for your Business?

Paschal Donohoe and Michael McGrath have delivered Budget 2023 which the Minister for Finance specifically referred to as a “cost of living” Budget. The Minister referred to the difficult balancing act faced by the Government to help ease the burden of the rising costs of living on the public while also not driving up inflation which is currently at 8.5%. In this regard, the measures introduced were weighted strongly towards individuals’ financial position rather than towards businesses and corporates. Some of the main changes introduced to help for individuals include:
  • Each PAYE worker/sole trader in the higher tax band will see tax savings in 2023 of over €800 over the course of the year with the following measures:
    • increase of the standard rate band to €40,000,
    • increase of personal, employee and earned income tax credits by €75 each, and
    • increase in the 2% USC rate threshold by €1,625.
  • A tax credit for those who are renting of €500 per annum including for the year 2022.
  • Electricity credits of €600 of which €200 will be paid in December 2022 with the remainder early in the new year.
  • There were a number of increases for social welfare recipients including:
    • Social welfare payments to be increased by €12 per week;
    • One off double week payment to social welfare recipients in October in addition to the Christmas bonus in December;
    • One off payment of €200 for those in receipt of the Living Alone Allowance;
    • One off payment of €500 to those on Disabililty Allowance, Invalidity Pension and Blind Pension;
    • One off payment of €500 to those on Carer’s Support Grant.
  • Parents will benefit greatly in this budget with the following items being introduced
    • A 25% weekly reduction for those availing of the National Childcare Scheme
    • A once off double payment of child benefit to all qualifying households
    • Free school books to be provided for primary school children.
While the above are welcome measures for individuals feeling the strain of increased fuel and living costs, SME’s are also in danger of seeing increasing overheads reducing profits and having a major impact on their survival. The lack of measures to ease this burden will have caused great concern to business owners, many of whom have just got back to normal trading following the Covid pandemic. Many of these businesses will also have debt warehousing balances to begin paying off from 1 January 2023 and this will put further financial pressure on their cash flow next year. The main support introduced for businesses is the Temporary Business Energy Support Scheme. The scheme will compare the average unit price for the relevant bill period in 2022 to the corresponding period in 2021 and any increase of more than 50% will entitle the business to support calculated as 40% of the increase. A monthly cap of €10,000 per trade will apply. However, the scheme will need to be approved by the EU Commission in advance of payments being made. For businesses carrying on R&D functions, the Government has committed to enhancing the current R&D credits to make amendments to the payable element of R&D to align with other EU countries. We would hope this would see the refund of credits not used arising in year one rather than being spread over 3 years. The Knowledge Development Box regime has been extended a further 4 years to allow an effective corporation tax rate of 6.25% for businesses making a qualifying KDB claim. As noted above, employees will have some additional income in their take home pay due to the individual taxation measures, but to help businesses reward key employees the KEEP scheme has been extended to 2025. The KEEP scheme is an important consideration for SMEs who may wish to reward key staff with a share in the business, however, the administration and compliance of running the scheme has been known to be quite onerous and we would hope to see some tweaks to legislation in the Finance Bill next month to further encourage uptake in this scheme. The once off tax-free gift employers can provide to employees has also been increased from €500 to €1,000 with two vouchers now being allowed instead of one. Finally, the Special Assignee Relief Programme will continue until 2025 and the qualifying income has increased to €100,000 to encourage inbound expertise. These business measures, along with the continued commitment to both the 12.5% corporation tax rate and working closely with the EU and OECD on international changes, are aimed at keeping Ireland competitive and safeguarding Ireland’s attractiveness as a destination for talent and foreign direct investment. However, the lack of substantial support for SMEs given the rising overhead costs is a worrying result of the Budget announcements.  The implementation of the new TBESS once it gets EC approval will be of major interest to all business owners as this is the only significant financial saving for businesses arising from the announcements. Some may argue that business owners did benefit from significant supports during Covid but the cost-of-living crisis that we are facing could be every bit as detrimental to the future of many Irish SMEs if sufficient support is not provided. We would hope that the application of the TBESS is made seamless and practical to ensure at least this support is fully utilised by businesses in need. We await the publication of the Finance Bill on 20 October to see if any further measures are introduced.
September 27, 2022
  Business Advice

Are You Thinking Of Selling Your Business?

As the owner manager of a business, which you have spent a lifetime building, the thought of selling it is a very daunting prospect. It is critically important that you get the best possible price for it and that it will ideally continue to trade into the future under control and directorship of new owners. A number of key steps need to be taken in order to sell your business, including:
  • Valuation of the business.
  • How to structure any potential sales deal.
  • The best way to advertise the business and which potential buyers should be prioritised as possible purchasers.
  • The best time to sell.
  • The formality of due diligence and legal matters involved.
While every business sale will be different, typically it takes about six to nine months to complete the process from planning stage to the ultimate sale. Occasionally it can be done in a shorter time period, but it is unusual as a certain amount of preparation work will need to take place in order to get the business into the best possible shape prior to placing it on the market. This article has been prepared in order to give an overview of the process of selling your business. Preparation for Sale The first stage to be addressed is the preparation of the business for sale. This generally takes a period of four to eight weeks depending on the circumstances of the business. A major part of the preparation stage involves you and your accountants/advisors drafting an Information Memorandum (IM) on the business. Your input as the owner manager to this process is critically important as it sets out a sense of the company and how the sale itself is likely to proceed. The IM document should be drafted in a positive way and typically would contain the following sections:
  1. Executive Summary
  2. Background to the Company
  3. The products or services offered together with an outline of the business model in operation
  4. Details of the customers and market in which the company participates
  5. Future opportunities attached to the business going forward
  6. Key financial information and financial forecast, reasonably reflecting how the company is expecting to perform in the next one to three years.
A comprehensive list of possible buyers should be prepared at this stage. This will need to be a combined effort between you and your accountant to ensure that all potential purchasers of the company, both in Ireland and overseas, are identified and graded in terms of their potential.   Making Contact with Potential Buyers At this stage, your advisors will be ready to make contact with potential buyers of the business. Before the IM is issued to the potential buyers for their consideration, they should firstly be asked to sign up to a confidentiality agreement. At this point, your advisors would request that potential buyers, who have expressed an interest, would revert back within three to four weeks providing an indication of any non-binding offers for the business. Once the indicative offers are received, you and your advisors will review the offers and a number of the potential buyers will be invited to meet the sales team for discussion purposes. This second stage can take up to four to six weeks.   Meeting with Bidders and Management Presentations At this stage, meetings can take place between interested parties and the sales team (including some of your senior management team, if appropriate.) In many respects, this is a critically important stage in the whole sales process. Face to face meetings with interested parties tend to reveal a great deal in terms of the actual interest level in acquiring your company. In person meetings of this nature can also be very effective in identifying common ground and shared objectives. Following these meetings, interested parties would be contacted seeking revised offers, as appropriate. Once revised offers have been received, your advisor interacts with the bidders in order to work out the best final offers. Following this, your advisor will work through the final interested parties and prepare a prioritised list of preferred purchasers. Needless to say, the price on offer will play a very large part in that decision, but other factors may also be relevant. Once a preferred party is identified, a Heads of Terms will be prepared. This is a short document capturing the key commercial and financial terms of the proposed deal for the sale of your business. This stage can take between six to eight weeks, involving a significant time commitment from you as the seller of the business.   Due Diligence and Final Negotiations Following completion of the Heads of Terms, the final stage in the sales process will involve a due diligence exercise being undertaken by the preferred party on your business. This will involve a detailed review of all key aspects of the business, so that a full understanding of the detailed operations of the business can be achieved. Following satisfactory completion of the due diligence process, the Sale Agreement is prepared by your solicitor, in consultation with your advisor. It is then issued to the selected purchaser for legal review and to sign. Once this document is signed by both parties, the sale proceeds are transferred by the purchaser to you and then the sale of your business will have been completed.   We have assisted many clients with the successful sale of their business so if you require assistance in relation to preparing your business for sale, we would be happy to assist. You can contact us at
info@robertsnathan.com   The content of this blog is intended to convey general information and educational advice. It should not be relied upon as professional advice. We have done our best to ensure that the information provided by Roberts Nathan is accurate and up-to-date but unintended errors or misprints may occur. If you wish to obtain business advice or taxation advice please do not hesitate to get in contact with a member of our team.
June 21, 2022
  Taxation

Rewarding Your Key Employees – What are the Most Tax Efficient Share Schemes?

Following on from a previous blog in March which highlighted the compliance reporting obligations for share, we will now look at two of the more tax efficient methods of providing shares to your key employees. The specific schemes which can provide a more tax efficient event for the employee are the Key Employee Engagement Programme (“KEEP”) and the concept of Growth Shares. We have looked at the advantages of both of these share schemes below and the tax implications associated with them.   1. KEEP Scheme

Overview

Under the KEEP scheme, an employee will be given an option to acquire shares at a future date, at a fixed price which is the market value at date of grant. This allows the growth in value of the company shares between date of grant and date of exercise to not be taxable as a benefit in kind for the employee. KEEP applies to qualifying share options granted on or after 1 January 2018 and before 1 January 2024.

Taxation of KEEP shares

The shares must be new ordinary fully paid-up shares which carry no present or future preferential rights regarding dividends, assets on winding up or redemption. The option price at the date of grant cannot be less than the market value of the shares at the date of grant and the option must be exercised within the period commencing 12 months after grant and ending 10 years later. The incentive associated with KEEP is that the uplift in market value from date of grant to date of exercise of the KEEP shares is not brought into the income tax net and will only be taxable on a future sale of the shares. The employee will pay Capital Gains Tax (“CGT”) on any future disposal of shares with the amount paid at the exercise date being the base cost of acquisition.   2. Growth Shares

Overview

Growth shares are a very popular approach to reward one or more key employees who will be important to the future growth of the business. The shares are generally created as a new share class which allows the individual share in the future uplift in value of the company. A hurdle is set into the share class to only allow the individual share in value above that hurdle. When this hurdle is set at the market value on granting of the share, the value of the share should be minimal as all value is hope value.

Taxation of Growth Shares

Income Tax Once the shares are issued to the employee, PAYE would need to be operated on the market value of the share. However, if the employee pays the market value for the share no tax should arise. Given that a hurdle is included on the value of the share, this should decrease the current value being provided to the employee. Where the hurdle exceeds the current market value of the shares, it is likely that the value of the share is minimal, and no income tax would arise. Capital Gains Tax (CGT) If the shares are disposed of the gain will be subject to CGT. The base cost for the shares is the initial market value of the shares at the date they were awarded to the employee. Growth shares are a popular mechanism to ensure an employee is incentivised while also creating an efficient exit event from a tax perspective as the uplift will be subject to CGT rather than income tax. It can also be a more straight forward and simpler mechanism to implement than some of the more onerous share schemes. If you are looking to incentivise your employees through a share award you should talk to our tax team at Roberts Nathan to ensure you implement the most appropriate scheme for your needs.  

The content of this blog is intended to convey general information and educational advice. It should not be relied upon as professional advice. We have done our best to ensure that the information provided by Roberts Nathan is accurate and up-to-date but unintended errors or misprints may occur.

If you wish to obtain business advice or taxation advice please do not hesitate to get in contact with a member of our team.

June 14, 2022
  Audit

Does your Irish Company Require an Audit?

Subsidiary Audits

A frequent question we receive from international clients is in relation to what group and local Audit requirements apply for their Irish subsidiary or stand alone companies.  We work with several large international groups to provide group and local audit services to those Irish subsidiaries.  

Do I need an audit?

The common initial question we are asked is whether the Irish company can avail of audit exemption due to its size. Where the company is a standalone company then this is to be considered under the Small company Audit exemption. Where the Irish company is a subsidiary or where there are a number of Irish companies (forming a sub group) then this would be an intermediate parent of the group and would need to consider the small group audit exemption:  

Small Company Audit Exemption

In order for an Irish registered company to qualify for the small company audit exemption the company must satisfy TWO or more of the following conditions in the current financial year and in the preceding financial year (unless it is its first financial year):
  • Balance sheet total does not exceed €6m
  • Turnover does not exceed €12m
  • Number of employees does not exceed 50
Also, the company must not come within any of the 18 classes of companies listed in the 
Fifth Schedule to the 2014 Act (generally financial services / banks and insurance). More importantly the company’s annual return, to which Financial Statements are attached, must be filed on time for the year in question and the previous year. It is therefore vital to maintain on time annual return filings with the CRO in order to maintain the audit exemption for these smaller companies.  In many cases due to a simple failure to file on time in the prior period leads the company into a 2 year period of audited financial statements for the Irish entity.  

The look through - Small Group Company Audit Exemption

However even if the individual subsidiary company qualifies as a small company, where it is part of a group then it must also consider whether it can avail of the small group company audit exemption.  Thus, it is a ‘look through’ position and where the subsidiary forms part of a larger group it may still require to be audited. Audit Exemption applies to any group company if the group as a whole qualifies as a Small Group.  The entire group and all its subsidiary undertakings must, taken as a whole, satisfy two of the following 3 conditions in order to claim a Group Company Audit Exemption.  The conditions must be met in the year and also in the preceding year unless it is the holding company’s first financial year):
  • The balance sheet total of holding company and subsidiaries taken as a whole does not exceed €6m net (or €7.2m gross)
  • The amount of turnover of the holding company and subsidiaries taken as a whole does not exceed €12m net (or €14.4m gross)
‘net’ means after set-offs and other adjustments made to eliminate group transactions
  • The average number of persons employed by the holding company and its subsidiaries does not exceed 50.
So just because an individual Irish subsidiary company is ‘small’ may not mean it can avail of audit exemption automatically.  This is essential for many international groups to understand for their Irish companies within the group.  

Contact

As many international groups now have Irish entities within their structures they should consider their local Irish Audit and Advisory needs and whether our specialist subsidiary audit services could work for them. With our services you have a professional and dedicated Audit team with local knowledge and international experience from a contactable team.  We ensure that the local statutory audit and financial statements requirements of the subsidiaries are completed and filings maintained.   For an initial meeting or discussion, please contact: Aidan Scollard FCA Partner and Registered Auditor - Roberts Nathan Email aidan.scollard@robertsnathan.com Office + 353 1 876 4550 Mobile +353 86 25 23 026     The content of this blog is intended to convey general information and educational advice. It should not be relied upon as professional advice. We have done our best to ensure that the information provided by Roberts Nathan is accurate and up-to-date but unintended errors or misprints may occur. If you wish to obtain business advice or taxation advice please do not hesitate to get in contact with a member of our team.  
June 7, 2022
  Uncategorized

Are You Having Difficulty Opening a Business Bank Account in Ireland?

One of the most challenging aspects of setting up a business in Ireland today is opening a business bank account. This can be as true for a domestic business as for an international business however for those based abroad it can be particularly demanding. There are a number of reasons for this principally the difficulty in satisfying the particular banks KYC (Know your client) and AML (Anti Money laundering) requirements. The reality here is that many of these provisions and rules were brought in to rightly shore up illegal and questionable activities being conducted however what we see happening now is that these regulations are being used on all types of businesses. In my opinion, it is the equivalent of using a sledgehammer to crack a nut. The demands that are placed on potential customers in the current climate make it very difficult to open an account in what are known as the main pillar commercial banks if the proposal has any international or non-run of the mill flavour to it. We have over the past year encountered significant hurdles ranging from language problems, to face to face meeting requirements to cultural differences that can all lead to frustration for the client. While we in Roberts Nathan have a very high success rate it can take some time and anyone looking at potentially setting up a business/ company in Ireland would need to bear this in mind and allow for 6/8 weeks for the whole process to arrive at the point where the account is fully opened and online banking access operational. There is a simpler and easier set up option being the use of one the newer online banking platforms which we have considerable experience in but this may not be suitable for all types of entities - in particular if one is involved in multiple currency and or significant wire transfer transactions. If this can be made to work it can short circuit a lot of problems and time for the client.

Why is this happening one asks?

It is not a uniquely Irish problem - certainly our experience with other jurisdictions would indicate to us that similar issues are felt across Europe, The USA, Asia and beyond. One of the key factors here is that the banks systems and software simply have not kept pace with technology and it seems that there is significant underinvestment here. In addition the lack of being able to directly liaise with the compliance officers within the bank is also an issue - in the most part one deals with a relationship manager employed by the bank who acts as the go between. It is hard to provide a roadmap or blueprint as to how to navigate this process as each case is very individual but over the past 20 years we have encountered almost all circumstances so a brief initial consultation with us on the matter should enable us to tease out what is required for your business or entity. It is certainly true that having an Irish resident director (which we can provide) helps no matter what the circumstances. Once the hard part of opening the business bank account has been achieved it’s operation is very straightforward and the online platforms for the three main pillar banks in Ireland are robust and easy to use. It should also be noted that Ireland is viewed very favourably internationally so it is akin to someone having a powerful passport in the business world. We would be delighted to
discuss in further detail any queries you may have here on a one to one basis - in terms of fees it is challenging to be precise as the specifics of cases vary however once we have had the initial consultation we will be able to provide this prior to any engagement.
May 31, 2022
  Business Advice

Have you Planned out your Payments for the Debt Warehousing Scheme?

During the pandemic, the Government introduced a number of measures to help companies and individuals who were facing cashflow difficulties. One of the helpful and widely used measures introduced was the debt warehousing regime whereby companies and individuals could warehouse their VAT, PAYE and Income Tax liabilities that occurred before 31 December 2021. The main points of the debt warehousing scheme were as follows;
  • The scheme allowed for the deferral of unpaid VAT and PAYE debts for businesses restricted from trading due to the Covid-19 pandemic for a period of 12 months after a business resumes trading.
  • The debt warehousing scheme also applied to Income Tax. This allowed for the warehousing of the Income Tax liability falling due on 31 October 2021 which comprised of the balancing payment due for the 2020 Income Tax year and Preliminary Tax due for 2021 Income Tax year.
  • The debt warehousing scheme was also expanded to include the recovery of any overpayment of the TWSS and EWSS which was paid to employers during the pandemic.
The scheme allowed for the deferral of these unpaid liabilities for an interest free period of 12- months which is ending in most cases on 31 December 2022 and will provide for a reduced interest charge of 3% on those debts from 1 January 2023.  In December 2021, Revenue announced that the scheme would extend from 31 December 2021 to 30 April 2022 for certain companies. In essence, the interest free period for debt warehousing will be  coming to an end later this year. If the debts are fully paid off by the end of the year, no interest will occur. Any debt outstanding from 1 January 2023 will have an interest rate of 3% per annum applied to the debt provided a Phased Payment Arrangement (PPA) has been agreed with Revenue in advance. Revenue have advised that anyone who will have outstanding debt in place going into 2023 will be required to contact Revenue with a payment plan before the end of 2022 outlining how they intend to pay the outstanding liabilities to Revenue. Given we will shortly be entering the second half of 2022 companies should begin thinking about their cash flow management now and the PPA proposal they intend to put forward to Revenue before the end of the year. If you require assistance in relation to contacting Revenue with your payment plan, we would be happy to assist. You can contact us at
info@robertsnathan.com To learn more about our services see our Personal and Corporate Taxation page. Contact Us
May 24, 2022
  Business

How SCARP Helps Small Companies Settle Debts with Creditors

SCARP, the Small Companies Administrative Rescue Process is a restructuring process similar to the Examinership process in Ireland, used to restructure companies in, or facing financial distress. Examinership, whilst it has saved thousands of jobs over the last thirty years, is expensive and complex for many small and medium sized companies. SCARP is the government’s response to the need to provide a restructuring process that is cost effective and more accessible to micro, small and medium sized companies. Its introduction is timely, as we emerge from Covid-19 many businesses are facing difficult and uncertain trading conditions. With government Covid-19 supports now tapering off, the commencement of repayment of warehoused tax liabilities, the impact of the war in Ukraine, increased energy costs, raw material shortages and labour supply issues, businesses are now heading towards what one might consider a perfect economic storm. Whilst the indications are ‘the economic headwinds’ will be short lived; companies and businesses will have to weather these storms and unfortunately some will not survive. SCARP provides a restructuring tool that will allow companies to restructure their debts whilst continuing to trade. The restructuring plan once finalised and agreed with creditors becomes legally binding. Key considerations Who is SCARP available to: SCARP is available to companies where:              
  • Turnover does not exceed €12 million.
  • The balance sheet total does not exceed €6 million.
  • The average number of employees does not exceed 50.
This captures approximately 98% of all Irish businesses. In addition to be eligible a company must:
  • be unable or is likely to be unable to pay its debts.
  • not be in liquidation or have a receiver appointed.
  • have not used the process or had an examiner appointed in the last five years.
Key features of the process
  1. The process is led by a qualified Insolvency Practitioner (IP). The IP will be appointed as Process Advisory (PA) and will be tasked with formulating a rescue plan for the company.
  2. The process will have a defined timeline lasting up to 70 days.
  3. There is no automatic court protection from creditors once a company enters the process. The PA can seek this court protection once appointed.
  4. A rescue plan is approved when a 60% majority in number and a majority in value of one class of creditor approves the scheme.
  5. There is the ability to repudiate onerous contracts (e.g. leases).
  6. State debt is classified as ‘Excludable Debt’. Essentially the state creditors (e.g. Revenue) has the option to opt out of the process.  It has 14 days from the giving of notice to opt out, if there is no objection within that timeframe, Revenue may be included in the rescue plan.
  7. A rescue plan may require additional investment in the company. There is the ability to fund the plan over a period of time, subject to the approval of creditors.
  8. The PA is obliged to report to the Officer of the Director of Corporate Enforcement (‘ODCE’) on the historical conduct of the directors of the company.SCARP Process
Summary In essence, SCARP is a process that, if successful, will ultimately be an agreement between a company and its creditors to settle its debts. It is a very welcomed process that allows businesses to restructure their balance sheets to enable them to protect employment and to continue to trade. Fundamentally the company must have a reasonable prospect of survival to avail of the process. Early-stage action and intervention is key to a successful outcome in any scenario where companies are facing financial distress and/or liquidity issues. This affords businesses the time to consider all available options. We at
Roberts Nathan have significant formal and informal restructuring experience to help you navigate through these challenging times, so if you would like to discuss the above or any other issues or concerns facing your business, please contact Derek, or get in touch with us at derek.dervan@robertsnathan.com
May 17, 2022
  Business Advice

Dealing with Inflation: Advice for Business Owners

Current inflation factors

The Irish economy is going through an unprecedented period of inflation. This was initially driven by supply chain hangovers from COVID 19, which saw prices of building materials, materials for cars and increased costs of consumer goods. Since the start of 2022 there has been further inflationary pressure mainly as a result of the Russia/Ukraine conflict. This has resulted in a dramatic increase in energy costs and food product costs. Annual inflation in Ireland neared an almost 40-year high of 6.7% in March, a jump from 5.6% a month earlier. Diesel and petrol have increased by 46% and 35% respectively year-on-year while food prices rose by 3.1%. Electricity prices were up 22.4% while gas prices rose 28%.

Outlook

The Central Bank predicts that price growth will peak at 7.7% in the second quarter of 2022 before retreating to 5.1% towards the end of the year. SME’s have endured a turbulent few years as a result of COVID 19 and are still dealing with legacy issues as a result of the pandemic. There is now an additional headache as they navigate inflationary increases.

What companies need to consider

  • As a result of inflationary pressures margins for businesses are likely to come under pressure due to:
    • Higher raw material costs
    • Higher energy costs
    • Upward pressure on employee wage costs as staff deal with a higher cost of living
Directors need to plot how they can manage the increase in overheads without impacting the profitability of the business.

Steps companies need to take now

  • Preparation of reliable management information will be crucial to help companies deal with the current headwinds. This information should include:
    • Up to date Management Accounts
    • Cashflow and Budgets which reflect accurately any cost increases and are reasonable in terms of increases in turnover.
  • Engage with Revenue and agree how warehoused taxes are to be dealt with.
  • In a high inflation economy, it is important to engage with suppliers and lock in prices as early as possible.
  • Engage with customers / clients early and flag increased prices. Any lag in passing on price increases will affect margins and profitability.

How Roberts Nathan can help 

We have been assisting many of our clients recently with their plans to navigate through this challenging time with the preparation of the above-mentioned Management Accounts and Budgets. If you are concerned about these current challenges and would like to consider availing of these services we would be delighted to assist you. If you would like to discuss the above you can contact Brendan or email us at info@robertsnathan.com Contact Us
May 11, 2022
  Business

Company Registers – What You Need to do

Having seen a recent an increase in new company incorporations with many companies having been incorporated post Brexit by UK parent groups we are receiving more queries around the legal requirements around the statutory books to be maintained for these companies. Company registers are the official books kept by a company relating to legal and statutory matters and are often referred to as the statutory registers, combined registers or company books. There is a legal obligation under the Irish Companies Acts for every company to have and maintain their company registers which is a responsibility of the Company Secretary. Failure to keep the registers correctly is a category 3 offence by the company and every officer of it who is in default. The company registers are however often overlooked and not reviewed and updated on a regular basis. It is often only when there is a possible sale or a dispute within a company that the registers can suddenly become a priority which can lead to delays and issues between parties.  

Company sale

Questions about the whereabouts of the company registers and their status usually arise when a company is to be sold and the purchaser requests the registers in order to conduct the company secretarial due diligence as part of the sale process. If the company registers have not been properly maintained, they will need to be reconstituted prior to the sale. Even if the registers were maintained, they should be reviewed as part of the pre-sale company health check to ensure that they correctly reflect the current position of the company to avoid unnecessary complications during the sale process. If there are any deficiencies that cannot be remedied, the purchaser may require the seller to indemnify the purchaser for any loss they may suffer due to the statutory registers not having been properly maintained. We frequently see that transactions in relation to the share capital of the company or changes in company officers have not been kept up to date in the registers of the company.  

What are the registers each company must have?

Under European Legislation and the Companies Act 2014 there are seven mandatory statutory registers required to be maintained by all companies incorporated under the laws of Ireland. These are:
  1. Register of Members pursuant to Section 169 of the Act
  2. Register of Directors and Secretaries pursuant to Section 149 of the Act
  3. Register of Directors' and Secretaries' Interests in Shares or Debentures pursuant to Section 261 of the Act
  4. Register of Directors' Service Contracts pursuant to Section 154 of the Act
  5. Register of Directors' Interests in Contracts pursuant to Section 231 of the Act
  6. Register of Instruments creating Charges pursuant to Section 414 of the Act
  7. Register of Ultimate Beneficial Ownership pursuant to Article 30 of the 4th EU Anti Money Laundering Directive
Many companies often have additional registers that, although not legally required, are very useful such as a register of sealing of documents. Companies are also obliged by law to maintain minute books for the directors and shareholders' meetings and other corporate documents such as written resolutions.  

Register of members

The most important register is the register of members. The register of members shows past and present members and is evidence of who the current members of the company are and the number and classes of shares they hold. This information is vital for conducting company meetings and passing resolutions, especially in companies with large numbers of members or where members change frequently. It helps to ensure that all decisions are taken properly and to avoids decisions made to be challenged in the future. If there is a dispute in relation to the company’s shareholding, the Court will ask to see the register of members as evidence of who the existing shareholders are.  

Inspection and location of the registers

The registers should be kept at a company’s registered office address or its principal place of business or another place within the State. The registers shall be open to inspection by any member of the company without charge. The members of the company are also entitled to request a copy of the registers and a copy of the minute book of the members' meetings. It should also be noted that any other person may also inspect the register of members, directors and secretaries and disposable interests and request a copy of those registers (for a small fee). The registers can be kept in paper or electronic format.  

Rectification of company registers by Court Order

As mentioned above any person has a right to request to view the registers of a company. If a person’s name is omitted from the register or entered without sufficient cause or the registers were not updated to reflect that a person ceased to be a member, the aggravated person may apply to the court for rectification of the register. The Court may then order rectification of the register and payment by the company of compensation for any loss sustained by any party affected. If the company was sold, the seller could also face a claim for breach of warranty and associated damages in respect of the cost to the company and the purchaser. It is important to note however that a company can rectify its registers without a Court Order. As soon as any omission or error has been identified, the company registers should be rectified.  

How we can help

These issues highlight the importance of maintaining the company registers in good order which reflect the current company position from the outset when a company is first incorporated. How Roberts Nathan can help – we can review and assist in an overall health check on your company registers and where necessary carry out a reconstitution, or rectification of the registers. If you would like to discuss the above you can
contact Aidan or email us at info@robertsnathan.com Contact Us
May 3, 2022
  General

Do you need to Switch your bank from KBC and Ulster Bank?

With the closure of KBC and Ulster Bank, over 120,000 customers will be searching for their new banking service. Ulster Bank will be issuing letters shortly to account owners to begin the process of transferring to a new bank. Ulster Bank will be providing account holders with 6 months to make the switch to their new bank. The moving process is expected to span over a year, which will be done on a staggered basis. KBC have sold their deposit accounts to Bank of Ireland. However Bank of Ireland have not agreed to take the current accounts, and they have to be moved elsewhere. You may be in the same position as some of our clients find themselves in as a current account holder with KBC or Ulster Bank, if so you may wish to consider the following when selecting your new bank:

Do I Require a Full Service Bank?

A full service bank contains options for current, deposit, overdraft accounts etc. These banks include
AIB, Bank of Ireland and Permanent TSB. You should consider and compare charges for transactions, monthly/quarterly fees, caps on savings and negative interests when choosing what bank suits your needs. There are also online banking options such as Revolut and N26 which have now acquired European banking licenses. These new licenses can provide you with an IBAN, allowing you to set up your salary, direct debits, etc. These services seem more cost efficient but there are higher withdrawal fees or a % fee applied to withdrawals that go over the free allowance limit. It will be up to the individual to inform employers, tenants or anyone who lodges money into their account of their new bank details. This also applies for direct debit transactions etc. Talk to your new bank about a new switching pack which will help move over any direct debits as seamlessly as possible. You should also ensure your account details on Revenue Online (ROS) are updated to allow you to make your tax payments from the updated account.

 What Are my Next Steps?

Once you have opened an account with your new bank, you must close your account with Ulster Bank and KBC. Ulster Bank have recently begun to issue closure forms to their account holders which can be filled out and posted back to the bank. Once the request is submitted it can take 5-7 working days for the account to close. In this time, you should not use your account as it may delay the closing procedure. Also check that there are no pending transactions and the account has been inactive for 24 hours.

After Closing your Account

  • Securely destroy all cards, cheque books and pre-printed cheques associated with the account
  • Update standing orders and direct debit payments with your new bank
  • Inform originators of credits to Ulster Bank and KBC of your new account details

What do I Need to Set up a New Bank Account?

  • Photo identification,
  • A recent bank statement
  • A recent utility bill
  • Your PPS number (might not be mandatory).
If you wish to discuss further or require assistance, please contact us by booking a consultation, or email us at info@robertsnathan.com
April 26, 2022