Bill for the Companies (Amendment) Act





This Bill, which will come into force on the 1st of January 2016, amends the provisions of the Companies Act bringing it in line with EC Directive 2013/24/EU of May 2013.  A few of these amendments are highlighted below.
Accounts prepared by Directors

Accounts prepared by the directors of the company must now comply with further requisites, including but not limited to: the indication of the name; registration number; legal form; and registered address of the company; and where applicable, a statement that the company is being wound up.


Directors’ Responsibilities

Article 172 of the Companies Act is to be substituted in its entirety and is to reflect a provision which lays down the responsibility of the directors of a company in relation to financial statements and financial reports. This new provision will make all the directors collectively responsible for ensuring that any annual financial statements; directors’ reports;  and corporate governance statements (whether consolidated or not), which are to be drawn up and published, are so drawn up and published in accordance with the provisions of the Companies Act.

Amendments to Requirements of the Directors’ Reports

Further changes will be made to the required contents of the directors’ reports. These reports will need to include, amongst other things, a description of the main risks and any uncertainties that the company and its subsidiaries face. The amendments to the Act will further make it clear that the review of the development of the business of the company and its subsidiaries which must be made in the report must be one that is balanced and comprehensive, and which must include both financial and non-financial key data as to the company’s performance. Consolidated directors’ reports must also contain a set of points indicated in the amendments.

Small Companies

Companies which fall under the classification of ‘small companies’ under the Act will not be required to file the directors’ report to the Registrar of Companies. Moreover, where such small companies are also private exempt companies, they are further exempted from the requirement of filing copies of the profit and loss account.

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