Most of the provisions of the Companies (Accounting) Act 2017 (the "Act") came into effect on 9 June 2017.

The main purpose of the Act is to transpose the "EU Accounting Directive" [1] into Irish law. This Directive reduces filing obligations for certain private micro and small companies. It also brings certain unlimited companies and limited or unlimited partnerships whose members are limited liability companies within the scope of its filing requirements (in this respect, see our previous update Major Changes to Filing Obligations for Unlimited Companies).

This update does not summarise all provisions of the Act. Rather it focuses on one particular element that may have significant implications for sponsors of Irish investment funds (both UCITS and AIFs).

Relevant changes

In an investment funds context, the Act introduces: (i) changes to the European Communities Undertakings for Collective Investment in Transferable Securities Regulations 2011 that now require UCITS investment companies to file annual financial statements (together with directors' and auditors' reports) with the Irish Companies Registration Office ("CRO"); and (ii) corresponding changes to the Companies Act 2014 that have the same effect for AIF investment companies.

Such filed accounts will then be publicly accessible records.

To date, while investment companies have been required to file audited annual financial statements [2] with the Central Bank of Ireland (as well as providing them to shareholders and complying with any stock exchange listing or foreign registration obligations), they have not been obliged to file accounts on a publicly accessible basis.

Eleven Month Deadline

Specifically, in both UCITS and AIF cases, statutory financial statements must be filed at the CRO within eleven months of the relevant financial year end.

The eleven month deadline will mean that much proprietary or potentially sensitive data in such financial statements will be somewhat historic and therefore less sensitive. However, it remains the case that UCITS and AIF investment companies will be making certain financial information publicly available that was not previously public.

ICAVs not in scope

It is worth noting that Irish collective asset-management vehicles ("ICAVs") established under the Irish Collective Asset-management Act 2015 (the "ICAV Act") fall outside the remit of the EU Accounting Directive and therefore corresponding changes have not been made to the ICAV Act. ICAVs are therefore not captured by this new requirement.

In some cases this may present another compelling reason to consider converting an existing Irish fund from an investment company structure to an ICAV. A summary of some of the key advantages of the ICAV over the investment company structure is set out in the Appendix - with the requirement to now publicly file annual financial statements added as the latest factor.

Timing

The new requirements regarding financial statements described above will apply to financial years commencing on or after 1 January 2017.