Key Updates to Irish Company Law

The General Scheme of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2024, released in March 2024 by Ireland’s Department of Enterprise, Trade, and Employment, lists several suggested amendments to the Companies Act 2014 (2014).

A number of the 2014 Act’s provisions were brought up to date by the suggested modifications. With 64 of the 90 provisions of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (2024 Act) going into effect on December 3, 2024, the Act has now been signed into law and has essentially begun. These changes are expected to impact various aspects of Ireland company registration, corporate compliance, and enforcement mechanisms under the Irish corporate registry.

The remaining 2024 Act provisions are anticipated to go into effect early this year. Specific regulations have been postponed due to technological changes to the Irish registrar of companies (Companies Registration Office, CRO) ICT systems.

Extension of CEA Authorities

The 2024 Act significantly expands the Corporate Enforcement Authority’s (CEA) jurisdiction. In July 2022, the Office of the Director of Corporate Enforcement was replaced by the CEA, which is specifically responsible for investigating and prosecuting 2014 Act infractions. The Director of Public Prosecutions receives referrals for serious offences.

The CEA has witnessed a significant expansion of its capabilities and increased funding through the Irish government’s 2025 Budget. The CEA’s expanded powers include clauses that permit it to share otherwise private information with other statutory bodies, more information-gathering capabilities, additional oversight measures, and a stronger ability to intervene when individuals who have been disqualified, restricted, or declared bankrupt seek court permission to return to corporate management. These changes reinforce regulatory scrutiny over Irish company set-up procedures and compliance obligations.

When an undischarged bankrupt petitions the court to serve as a corporate director or secretary, the CEA must now be listed as a notice party in all proceedings. To give the CEA a chance to object, it will also be given at least 14 days notice of the application.

The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 now mandates that auditors provide the CEA with copies of documents, certified as true copies, upon request, replacing the previous requirement that they notify the CEA when they believe certain offences have been committed. Obstructing, interfering with, hindering, or threatening a CEA officer is now a crime under the 2024 Act.

Take off and rebuild

Three new grounds for dismissal from a firm have been established under the 2024 Act:

• Not providing information about beneficial ownership
• Neglecting to disclose a change in the registered office
• The lack of a business secretary on file

However, the 2024 Act outlines actions that can be done to prevent the strike-off process from continuing on these new grounds, and these provisions do not result in the disqualification of the company’s directors.

Absorption-based multi-company merger facilitation

By amending Section 1129 of the Companies Act 2014, the 2024 Act has improved group restructuring efficiency, streamlined the process for mergers within a group, and permitted multi-company mergers to be completed in a single transaction. This clarifying amendment brings the 2014 Act’s wording into line with current practice, which involves multiple subsidiaries merging into their parent firm in a single transaction.

Modification of the general meeting record date

The 2024 Act amends section 1087G of the Companies Act 2014. If a meeting is adjourned within 14 days, the record date remains the same as the initial meeting. This streamlines the proxy submission procedure for traded PLCs.

General gatherings that are hybrid and virtual

By revising Section 176A of the 2014 Act, the 2024 Act incorporates a permanent provision permitting firms to hold virtual or hybrid general meetings, reflecting the adoption of digital activities during the epidemic. This guarantees that shareholders can attend sessions in any format and participate completely.

Document execution

The 2024 Act added a provision for the execution of deeds in counterparty, permitting the execution of many papers in similar form, each signed and sealed by the business. This enables more flexible document execution and mirrors the temporary steps implemented during the pandemic.

Additional adjustments will be made starting in 2025

Eliminating an audit exemption is one of the most significant amendments to the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024, which will go into effect later this year. Currently, the first time a company files its annual returns with the CRO after the deadline, it will lose its audit exemption. A system that allows a business to submit late once every five years without losing its exemption will take its place. Additionally, this clause will reduce the number of onerous District Court cases filed by businesses seeking to restore or maintain their audit exemptions.

Changes that require receivers to disclose comprehensive information about their compensation and increase the transparency of their fees are also anticipated to take effect later in 2025. When the 2024 Act is fully implemented, it will stipulate that receivers’ compensation will be comparable to that of liquidators and that members and creditors must have access to information about receivers’ fees within seven days of a request. Extensions of the court’s authority to determine receiver compensation have already begun.

What GERAI LTD can do to assist

Contact our Corporate team for professional advice on the impending modifications to the Companies Act 2014 and how they might impact you.