The Companies (Miscellaneous Provisions) Bill 2009 was published on 16 November 2009. This Bill provides for two separate changes to Irish company law.

US GAAP

The first change provides for the use on a transitional basis of US GAAP in the preparation of accounts by certain companies to the extent that such use does not contravene any of the provisions of the Irish Companies Acts or related regulations.

The availability of this arrangement will be limited to parent companies incorporating in Ireland for the first time whose securities are not traded on a regulated market in the EEA, whose securities are registered with or who are subject to reporting to the US Securities and Exchange Commission and who have not already incurred an obligation to file their accounts with the Registrar of Companies at the time the Bill becomes law.

The Bill provides that the arrangement will apply for a maximum of four financial years after the company’s incorporation in Ireland, expiring on 31 December 2015 at the latest.

The aim of this change is to facilitate US companies in setting up and expanding operations in Ireland by reducing the duplication of costs involved in preparing two sets of accounts under two different sets of accounting standards.

Although the Bill does not provide for similar treatment for companies which are subject to the accounting standards of other jurisdictions, it provides that the Minister may make regulations that prescribe other specified internationally recognised accounting standards.

Costs of Company Investigations

The second proposal in the Bill addresses limitations on costs where certain interested parties are allowed to petition the High Court to have inspectors appointed to investigate the affairs of a company. At present, there is a limit of €317,435 on the amount that those who petition for such an appointment can be required to pay towards the costs and expenses incurred in such investigations. The Bill proposes to remove this upper limit and leave total discretion in the court as to the amount of the applicant’s liability for costs. This change will place applicants on the same general footing as other litigants and will limit the potential financial exposure of the Exchequer to pay for investigations costs which exceed €317,435.

The Bill was debated in the Seanad on 19 November 2009 and is expected to be enacted shortly.