Commencement of Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024

On 3 December 2024, the Minister for Enterprise, Trade and Employment announced the commencement of the majority of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (the Act), following its enactment on 12 November 2024. This is a significant update to Irish company law and will primarily affect areas of corporate governance, company law enforcement and supervision, company law administration and corporate insolvency. 

Some of the key changes commenced on 3 December include changes: 

• to provide for the conduct of, and participation in, general meetings of a company or industrial and provident society by the use of electronic communications technology;

• the domestic merger process under the Companies Act 2014 (the Companies Act) has been confirmed as applying where one of the companies is an LTD or DAC (previously only a LTD satisfied that condition) and also a group of subsidiaries wholly owned by the same parent can now effect a domestic merger by absorption as one single transaction (rather than previously in a number of separate transactions);

• the Covid-era additional flexibility for execution of deeds on behalf of companies has been reintroduced and given a permanent statutory footing; 

• to provide for the disapplication of the Probation of Offenders Act 1907 to an offence under the Companies Act relating to failure by a company to file annual returns;

• to provide for an offence of obstructing, interfering with or impeding an officer of the Corporate Enforcement Authority;

• to provide for additional grounds for involuntary strike off of companies;

• to make certain amendments to the rescue process for small and micro companies;

• to enable the Irish Auditing and Accounting Supervisory Authority to issue an interim direction in certain circumstances;

• to extend the list of competent authorities to which the Corporate Enforcement Authority may disclose information, books or documents under section 792 of the Companies Act;

• to enable specified bodies to disclose information to the Corporate Enforcement Authority under the Companies Act;

• to enable the Irish Auditing and Accounting Supervisory Authority to use money paid into the reserve fund in accordance with the Companies Act in the performance of its functions under that Act;

• to amend certain other provisions of the Companies Act; and

• to repeal certain provisions of the Companies Act and Industrial and Provident Societies Act 1893.

Certain provisions did not commence on 3 December and are instead expected to commence in 2025. These include certain provisions which require technical updates to the ICT systems of the Companies’ Registration Office (CRO) to facilitate changes to CRO submissions and removal of the automatic loss of audit exemption for small companies on first failure to file annual financial statements. 

Click here to see press release regarding commencement of the Act issued by the Department of Enterprise, Trade and Employment (DETE). 

For more information or general advice on what this update might mean for you and your business, please contact Gillian O’Shaughnessy or any member of the ByrneWallace LLP Corporate team.