CPDStore Ireland

An accountant is frequently the first person the owner of a company turns to when he or she is considering a re-financing or a reorganisation of a company. The accountant is often tasked with imputing his or her accounting and tax skill set to the proposal to ensure that it makes commercial sense but does not create accounting or taxation problems either immediately or in the future. However, what can and cannot be done from a legal perspective is constrained by various provisions of the Companies Act 2014. Directors are in a unique position in relation to their company and the possibility of the abuse of directors’ duties can particularly arise where the directors and shareholders are the same persons as so often happens in the case of private companies. In such a situation the usual policing control exercised by the shareholders is absent. Chapter 4 of Part 5 of the Companies Act 2014 sets out a series of provisions dealing with frequently encountered situations where a director of a company may be tempted to or may inadvertently put his personal interests before those of the company. The  seminar will help accountants identify the situations where company law either prohibits a transaction or permits it in certain situations  subject to compliance with a summary approval procedure.

Similarly, an accountant in preparing an audit of a company may become aware of transactions between the company and the directors and connected persons entered into during the year which may be caught by the above provisions, and it may be necessary to identify if correct procedures were adhered to and, if not, what steps if any can be taken to rectify the position. 

Many of the transactions regulated by Chapter 4 of Part 5 of the Companies Act 2014 can be entered into in compliance with these provisions if the Company complies with the SAP procedures set out in the legislation. 

Sean Nolan covers the following topics during this session:

• SAP procedure where a company is providing financial assistance for the acquisition of shares or a transaction with directors
• SAP procedure where a company is making a reduction in company capital or a variation of company capital on a reorganization
• SAP procedure in the case of treatment of pre – acquisition profits or losses in a manner otherwise prohibited by section 118(1)
• SAP procedure in the case of a merger of a company
• SAP procedure in the case of a members’ winding up of a solvent company
• common requirements for all SAP procedures
• the significance of the directors’ declaration of solvency (common to all SAPs)