The Companies (Miscellaneous Provisions) Act 2009 has been signed into law. Under the commencement provision in the Act, most of its provisions are effective from that date. The main purpose of the Act is to enable the use of GAAP accounting standards by certain parent undertakings. The Act also contains provisions to facilitate the migration of collective investment funds.
The arrangement will only be available to parent companies incorporating in Ireland for the first time where its securities are not traded on a regulated market in the EEA. The company's securities must be registered with or subject to reporting to the US Securities and Exchange Commission (SEC) and on 23 December 2009, the company must not have already incurred an obligation to file it's first accounts with the Registrar of Companies. The Minister may also approve the use of other internationally recognised accounting standards in similar arrangements. The arrangement will apply for a maximum of four financial years after the undertakings incorporation in Ireland and it will expire on 31 December 2015 at the latest.
The Act provides a mechanism whereby certain collective investment fund entities can migrate their registered offices into and out of Ireland without firstly having to wind up in their current jurisdiction. The mechanism will be available to funds migrating from and to jurisdictions that will be prescribed by the Minister. Inward migrating funds will be authorised and supervised by the Financial Regulator in the same way as existing collective investment funds already based in Ireland.
There is a new provision for the recognition, by order of the Minister, of Stock Exchanges outside the State on which overseas market purchase of own shares can be made by companies.
The Act also amends existing Companies Act requirements regarding contributions towards the cost of court investigations.