Welcome publication of the Companies (Corporate Enforcement Authority) Bill 2021

Earlier this month, the Government approved publication of the Companies (Corporate Enforcement Authority) Bill 2021 (the “Bill”), a copy of which can be viewed here.

The Bill is part of the government’s action plan to ensure an effective legal and regulatory framework to tackle economic crime and corruption. Its principal purpose is to transform the Office of the Director of Corporate Enforcement (the “ODCE” ) into an independent statutory agency to be known as the Corporate Enforcement Authority (the “CEA”). The CEA will have increased autonomy and will also be provided with additional resources to investigate and prosecute white collar crime.

The Bill has been drafted on the basis of the contents of the General Scheme of the Companies (Corporate Enforcement) Authority Bill 2018, which can also be viewed here. 

 It is expected that implementation of the Bill in 2022 will assist in tackling white collar crime and significantly increase compliance with the Companies Act 2014 (as amended)(the “Act”), for directors, liquidators and receivers through exercise of the powers of the CEA.

Key Features

• Transfer of all functions and powers of the ODCE to the CEA; 
  
• New CEA functions/powers including:
  
  • investigation of suspected offences and non-compliance with the Act;
    
  • power to impose sanctions on company directors such as cessation of conduct by prohibiting certain functions or imposition of fines;
    
  • enforcement of the Act, including, but not limited to, summary offences prosecution and referring indictable offences to the Office of the Director of Public Prosecutions;
    
  • exercising a supervisory role over the activity of liquidators and receivers in discharge of their functions;
    
• Providing for appointment of 1-3 full time commissions (or members) of the CEA, which will include appointment of one commissioner/member as chairperson of the CEA;
  
• Authorising the CEA to appoint its own staff, including specialist staff members holding the necessary qualifications, experience and skills; and
  
• Providing for accountably of the CEA to the Oireachtas.

In addition to the CEA related provisions, the Bill also contains various technical amendments which aim to address certain anomalies which have been identified in the Act, including in relation to share capital and corporate governance. 

Next Steps

As the Bill has now been published, it will be introduced to Dáil Éireann in the coming weeks. It is expected to progress quickly through the houses of the Oireachtas with the aim of enactment in the Autumn session and is viewed as a milestone in Ireland’s approach to addressing economic and white collar crime.