The European Union (Qualifying Partnerships: Accounting and Auditing) Regulations 2019 (the 2019 Regulations) have come into operation for financial years beginning on or after 1 January 2020. The key feature of the 2019 Regulations is the extension of the requirement to prepare and file annual returns and financial statements with the Companies Registration Office (CRO) to a broader range of partnerships and limited partnerships. These new requirements represent a significant increase in responsibilities for partnerships not previously subject to such requirements.
The 2019 Regulations implement further aspects of the Accounting Directive (2013/34/EU), as they relate to partnerships and limited partnership structures. The Directive was partially implemented by the Companies (Accounting) Act 2017, which amended the obligations of unlimited companies. The purpose of the 2019 Regulations is to bring further entities within the scope of these disclosure requirements.
Financial disclosure obligations for Irish partnerships were previously governed by the European Communities (Accounts) Regulations 1993 (the 1993 Regulations). The 1993 Regulations imposed obligations to file returns and audited financial statements on partnerships only where all the partners in the firm were limited liability companies. The 1993 Regulations have been revoked in their entirety by the 2019 Regulations save to the extent that they relate to financial years beginning before 1 January 2020.
Financial statements, annual returns and audits
From 1 January 2020, "qualifying partnerships" must comply with the laws applicable to Irish limited companies on financial statements, annual returns and audits, which are set out in Part 6 of the Companies Act 2014 (the 2014 Act). This includes requirements to keep accounting records, prepare statutory financial statements, disclose details of partners' remuneration and file annual returns.
The application of Part 6 is subject to modifications provided for in the 2019 Regulations. For example, Part 6 does not apply to a qualifying partnership that is either a credit institution or an insurance undertaking.
What is a qualifying partnership?
For the purposes of the 2019 Regulations, a "qualifying partnership" is:
(a) a partnership, all of the members of which enjoy the protection of limited liability, or
(b) a limited partnership, all of the general partners of which enjoy the protection of limited liability. The definition covers members who enjoy limited liability, either directly or indirectly, through limited companies or designated unlimited companies (as defined by section 1274 of the 2014 Act).
The definition of qualifying partnership is designed to be broad enough to capture all types of partnerships and limited partnerships with corporate members where all the ultimate corporate members have limited liability.
The presence of non-EU partners in the partnership will not necessarily bring it outside the scope of the 2019 Regulations (as was the case under the 1993 Regulations). Under the 2019 Regulations, any reference to a limited company, a designated ULC, a partnership or a limited partnership includes a reference to any "comparable undertaking", whether governed by the laws of Ireland or of another country or territory.
Application of other aspects of company law to qualifying partnerships
- Disclosure of non-financial information: The European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings and groups) Regulations 2017 (the 2017 Regulations) apply to any qualifying partnership that meets the criteria set down in the 2017 Regulations. This means that such partnerships must include a report on non-financial matters in their partners' report and a diversity statement in the partnerships' corporate governance report
- Corporate governance statement: If a qualifying partnership has debentures admitted to trading on a regulated market then it must prepare a corporate governance statement in accordance with section 1373 of the 2014 Act
- Mining, quarrying and logging industries: Part 26 of the 2014 Act applies to qualifying partnerships involved in the mining, quarrying and logging industries. Such qualifying partnerships must prepare and file a report on payments made to governments (of any country) for each financial year.
What partnerships should do
Partnerships and limited partnerships that were not subject to the 1993 Regulations should consider whether they fall under the definition of a "qualifying partnership" for the purposes of the 2019 Regulations.
Partnerships and limited partnerships that were subject to the 1993 Regulations should examine the 2019 Regulations to determine if any new obligations now apply, such as the requirement to disclose non-financial information.