This article looks at some of the key changes introduced by the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2024 (the ‘Bill’). It’s purpose it to enhance and amend the legislative framework provided by the Companies Act 2014 in the following areas:
- Corporate governance
- Company law enforcement and supervision
- Company administration, and
- Corporate insolvency
“This Bill will ensure the CEA; the Companies Registration Office and the Irish Auditing and Accounting Supervisory Authority have the appropriate legislative tools to investigate and prosecute breaches of company law. It is vital that Ireland has a solid framework which allows enterprise to flourish, supports a competitive economy and reinforces Ireland’s reputation as an attractive place to do business.” (Minister for Enterprise, Trade and Employment, Peter Burke)
The Bill which was published in July 2024, is expected to be enacted before the end of 2024 and seeks to strengthen the Corporate Enforcement Authority’s (CEA) powers. It will ensure the CEA, the Irish Auditing and Accounting Supervisory Authority (IAASA) and the Companies Registration Office (CRO) who have important roles in respect of company oversight, supervision, regulation, protection, and enforcement have the appropriate legislative tools to effectively undertake their statutory functions.
Some notable changes include:
AUDIT EXEMPTION
Removal of the automatic loss of audit exemption for small and micro companies in respect of their first instance of late filing with the CRO and replacement with a graduated regime. Under the Bill, loss of audit exemption will only apply to a company where it fails to file its annual return for a second or subsequent time within a period of five years.
COMPANY ADMINISTRATION
Temporary measure introduced during COVID-19 to be made permanent to facilitate a more modern and flexible way of doing business:
- Hybrid or fully virtual meetings now a permanent fixture; and
- Execution of documents under seal in separate counter parts, the aggregate counterparts will be treated as a single document.
STRIKE OFF
New grounds for strike-off include:
- Failure to notify CRO of the current registered office;
- No current company secretary recorded with CRO; and
- Failure to file beneficial ownership information to the Registrar of Beneficial Ownership
Over recent years the landscape of corporate governance in Ireland has transformed significantly, driven by evolving legal frameworks and heightened regulatory scrutiny.
The role of the company secretary is a cornerstone of effective governance, ensuring compliance with statutory obligations while fostering transparency and accountability within organisations.
For further information on the Bill, or any other corporate governance matters, please Mohammad Zia, Lloyd Collier or Aislinn Byrne directly.
