Company law news

The Institute has today published a webpage on Economic Crime and Corporate Transparency Act 2023 - Changes in Companies House.  The aim of this webpage is to inform members of the recent Companies House identity verification changes and how to register as an Authorised Corporate Service Provider. These identity verification requirements came into effect on a voluntary basis on 8 April 2025 and will be mandatory for all company directors and People with Significant Control from Autumn 2025.  It also sets out other changes to be introduced by Companies House at a later date and reminds members of the changes from phase 1 last year.   

The UK Government has published in draft the Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025. They have not yet been adopted and that date is currently unknown. If adopted the legislation will repeal most requirements relating to the reporting of directors’ remuneration by quoted companies that were added in 2019 to implement the EU revised Shareholder Rights Directive. The explanatory memorandum explains that those requirements overlapped considerably with the reporting framework as it was before the Directive’s implementation, or added no material value to shareholders so this legislation would remove most of these requirements, to avoid duplicative or unnecessary reporting. It will also make changes to the existing audit regulatory framework to address some gaps or inconsistencies in regulations that have been identified by Government and the audit regulator, the Financial Reporting Council (FRC). The changes form part of wider action being taken by the Government to streamline the UK’s non-financial reporting framework. Readers can find more information about the changes in the explanatory memorandum to the Companies (Directors’ Remuneration and Audit) (Amendment) Regulations 2025. This information is provided as resources and information only and nothing in these pages purports to provide professional advice or definitive legal interpretation(s) or opinion(s) on the applicable legislation or legal or other matters referred to in the pages. If the reader is in doubt on any matter in this complex area further legal or other advice must be obtained. While every reasonable care has been taken by the Institute in the preparation of these pages, we do not guarantee the accuracy or veracity of any resource, guidance, information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. The Institute is not responsible for any errors or omissions or for the results obtained from the use of the resources or information contained in these pages.  

From the Professional Accountancy team…… The Government has in recent days issued its Spring Legislative Programme 2025 the first since the new Government took office. In it there is some proposed legislation which may be of interest to members. Co-operatives The Co-operative Societies bill is listed for priority drafting. This legislation aims to place the co-operative model on a more favourable and clearer legal basis, thereby creating a level playing field with companies and encouraging the consideration of the co-operative model as an attractive formation option for entrepreneurs. Readers may recall that the previous Government in November 2022 approved the drafting of what was billed as ground-breaking legislation for the sector. The draft legislation proposes to repeal the Industrial and Provident Societies Acts 1893-2021 and provide a modern and effective legislative framework suitable for the diverse range of organisations using the co-operative model in Ireland. You can read more here by following the  link to the General Scheme of the Co-operative Societies Bill 2022. Readers can also go to the Institute’s technical hub pages where there is further information on this area. Other Also on the business regulation side, changes are proposed to the law on limited partnerships and business names. As we reported previously, heads of the general scheme for the Miscellaneous Provisions (Registration of Limited Partnerships and Business Names) Bill was published in July 2024  as both the limited partnership and business names legislation require updating to provide for modern business practices for those engaged in business using a business name or the limited partnership model .The Spring legislative programme indicates that work is ongoing on priority drafting of this legislation. Other legislation for priority publication is the National Cyber Security Bill to implement the Directive known as NIS 2 into Irish law. This directive was due to be transposed by 17 October 2024, so Ireland is overdue in its implementation. The previous government published heads of Bill of the National Cyber Security Bill in July 2024. Finally on this topic: - heads are in preparation for the Regulation of Artificial Intelligence Bill .The Bill will give full effect to the EU Regulation ,the Artificial Intelligence Act and will designate the National Competent Authorities responsible for implementing and enforcing the EU Regulation and will provide for penalties for non-compliance. - the Autumn 2024 legislative programme referenced heads in preparation and priority publication of the Criminal Justice (Money Laundering and Terrorist Financing) (Amendment) Bill. This was stated to amend the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010 (2010 Act) to ensure that Crypto Asset Service Providers are covered by national law in relation to Ireland’s Anti-Money Laundering and Terrorist Financing regime. Readers might note that in December 2024 the Minister for Justice by SI 724 of 2024 prescribed crypto asset service providers as designated persons under the 2010 Act. - the Finance (Provision of Access to Cash Infrastructure) Bill 2024 which was published by the Dept of Finance last year  has been restored to the Dail order paper . This information is provided as resources and information only and nothing in these pages purports to provide professional advice or definitive legal interpretation(s) or opinion(s) on the applicable legislation or legal or other matters referred to in the pages. If the reader is in doubt on any matter in this complex area further legal or other advice must be obtained. While every reasonable care has been taken by the Institute in the preparation of these pages, we do not guarantee the accuracy or veracity of any resource, guidance, information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. The Institute is not responsible for any errors or omissions or for the results obtained from the use of the resources or information contained in these pages.    

From the Institute's Professional Accounting team .... In December 2024 the UK Government laid legislation, the Companies (Accounts and Reports) (Amendment and Transitional Provision) Regulations 2024 before Parliament to increase the monetary size thresholds for micro, small and medium-sized entities. It also removes certain requirements from the Directors’ Report.  The new monetary size threshold changes are effective from 6 April 2025. Please also click to read the explanatory memorandum to the legislation for further insight into the changes.                                This information is provided as resources and information only and nothing in these pages purports to provide professional advice or definitive legal interpretation(s) or opinion(s) on the applicable legislation or legal or other matters referred to in the pages. If the reader is in doubt on any matter in this complex area further legal or other advice must be obtained. While every reasonable care has been taken by the Institute in the preparation of these pages, we do not guarantee the accuracy or veracity of any resource, guidance, information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. The Institute is not responsible for any errors or omissions or for the results obtained from the use of the resources or information contained in these pages.

from the Institute’s Professional Accounting team on the signing and part commencement of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act, 2024 (2024 Act ) Introduction The 2024 Act was signed into law on 12 November 2024. It makes changes to the Companies Act, 2014 (CA 2014). On behalf of its members, the Institute responded in 2023 to a Department of Enterprise, Trade and Employment (DETE ) consultation on proposals to enhance the Companies Act 2014 which informed much of the provisions of the 2024 Act. Below we set out some of the new provisions which may be of interest to our members. Readers might note that there are other new provisions in the 2024 Act which are not outlined here. The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (Commencement) Order 2024 (SI 639/2024) commenced certain of the provisions from 3 December 2024. A DETE December 2024 press release clarifies that the provisions not commencing on 3 December 2024 are those that require technical updates to be made to the Companies Registration Office (CRO)’s  computer systems to facilitate the changes proposed. These provisions relate to CRO prescribed forms and the removal of the automatic loss of audit exemption for small companies on a first occasion of failure to file an annual return.  DETE intends to commence these provisions in 2025. Audit exemption (not yet commenced) Once commenced, one of the most significant changes for our members is to the rules regarding loss of audit exemption. This provision will replace the automatic loss of the audit exemption for a first late filing with the CRO with a graduated regime where a company may file late once in a five-year period without the loss of audit exemption. The Institute is particularly delighted to see this provision as it is an area on which we have made numerous representations to the CRO and the DETE on behalf of members over the last number of years. Readers should note that the change does not extend to small group situations, and while there are some exemptions it is still generally the case that if one member of a small group fails to file its annual return on time, none of the small group companies is entitled to the audit exemption for the following two financial years. Registered office agent /electronic filing agent (not yet commenced) There will be changes in relation to a company’s registered office agent and electronic filing agents. These include the application to the Registrar of Companies (“Registrar “) in the prescribed form for approval to act as an electronic filing agent (EFA) and a registered office agent. Prior to the 2024 Act, application was made to the Registrar using an administrative form. Trust and Company Service Providers (TCSPs) will only be approved as a registered office agent or an EFA where they have a TCSP authorisation under the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010. Approval to act as an EFA or registered office agent will be withdrawn where a company ceases to hold a TCSP authorisation.  Evidence of situation of registered office (commenced) The 2024 Act includes a new section to provide that the Registrar may require evidence to verify a company’s registered office address when a company is applying to register its constitution or submitting a change of registered office address. Where the Registrar has made such a request, the Registrar will not register the documents unless such evidence is provided. Receivers (not all provisions commenced) The 2024 Act makes some changes in relation to receivers. Extension of the existing power of the court to fix remuneration of a receiver has been commenced. Matters to be considered for receivers under these new provisions include time spent, complexity of the case, exceptional responsibility on receiver, effectiveness of receiver, value, and nature of the property. This mirrors existing provisions for remuneration for liquidators in the CA 2014. Provisions have also been commenced concerning entitlement to remuneration of receivers by way of a relevant percentage, by reference to time spent or otherwise by reference to any method or thing. These new provisions are in line with existing provisions in the CA 2014 concerning entitlement of liquidators to remuneration.  Further information will be required on Form E8 which is filed upon the receiver’s appointment. The further information includes details of nature of assets, date and nature of appointment, information regarding future trading where practicable, and other prescribed information (not yet commenced). Members, creditors, and prescribed persons can request information regarding receivers’ terms and fees, and requests must be dealt with within 7 days. (not yet commenced). Also, the time limits for filing the receiver’s abstract (Form E9) upon cessation of acting as receiver and notice of cessation of receiver (Form E11) will now be 7 days. (not yet commenced). SCARP (not all provisions commenced) The technical changes to SCARP legislation have largely been commenced from 3 Dec. The ones which have not yet been commenced mainly relate to provisions for notices in ” prescribed form “. The SCARP provision has been commenced whereby the court can ask the process advisor (PA) for a written report stating the reasons for not doing so where the PA did not make use of the services of the staff and facilities of the company to which they were appointed where the court is considering any matter relating to the PA’s costs, expenses, and remuneration. Strike off and restoration (commenced) Provisions for 3 new grounds for strike off have been commenced (sections 58-64) (failure to notify of a change in registered office, no current company secretary recorded and failure to deliver beneficial ownership information). Readers may be interested to note that these three new grounds will not give rise to disqualification of the directors and the new provisions include the steps to be taken to avert continuation of the strike off under the three new grounds. IAASA (commenced) Provisions have been commenced giving IAASA power to issue an interim direction imposing restrictions on a statutory auditor that a possible relevant contravention has been committed and that it is appropriate in the public interest to do so. IAASA will invite and consider submissions received from the restricted person and will within 21 days either confirm vary or revoke the interim notice. The restrictions remain in place until the investigation is complete. An interim notice will be reviewed every 6 months or a shorter period and automatically expires after 18 months unless a further interim notice is issued. Corporate Enforcement Authority (CEA) - Enhanced powers (commenced) The following provisions have been commenced: - -Under the 2014 Act, auditors must notify the CEA when they form the opinion that certain offences have been committed. New provisions oblige the auditors, if requested by the CEA, to furnish the CEA with copies of documents and to certify them as true copies or extracts; -Provisions allowing for the CEA to share otherwise confidential information with additional statutory bodies such as the Data Protection Commission and the Charities Regulatory Authority; -Provisions whereby it is a category 2 offence for a person to obstruct or interfere with an officer of the CEA . For a category 2 offence , on summary conviction, punishment is a class A fine which is a fine not exceeding €5,000 or imprisonment for a term not exceeding 12 months or both, or on conviction on indictment, to a fine not exceeding €50,000 or imprisonment for a term not exceeding 5 years or both; -Greater information gathering powers (including access to certain court orders and mandatory notification requirement in certain instances). Electronic meetings (commenced) Electronic participation in general meetings has been put on a permanent statutory footing and there are now provisions for notices, quorum and proceedings and virtual voting at such meetings. Readers may recall that in December 2023 these provisions which were introduced during the pandemic were temporarily extended to 31 December 2024. Note that the new provisions do not apply to creditors meetings or meetings to consider schemes of arrangements. This information is provided as resources and information only and nothing in these pages purports to provide professional advice or definitive legal interpretation(s) or opinion(s) on the applicable legislation or legal or other matters referred to in the pages. If the reader is in doubt on any matter in this complex area further legal or other advice must be obtained. While every reasonable care has been taken by the Institute in the preparation of these pages, we do not guarantee the accuracy or veracity of any resource, guidance, information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. The Institute is not responsible for any errors or omissions or for the results obtained from the use of the resources or information contained in these pages

From the Professional Accountancy team The President signed the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2024 into law on 12 November 2024. Provisions which will be of interest to our members were outlined in our news item in March 2024 following publication of the general scheme of the Bill .These include change in the rules regarding loss of audit exemption, provisions relating to receivers, some new grounds for company strike off and provisions regarding registered office and electronic filing agents.  Following publication of the draft Bill in August 2024 we did a further update on the Bill noting that most but not all of the provisions of the General Scheme had been included in the Bill .Click for the August 2024 updated news item.  At the time of writing, publication of the legislation on the Irish Statute Book as passed  and details of its commencement into law is awaited.This should be available very shortly and we will provided further updates when information on this is made available. This information is provided as resources and information only and nothing in these pages purports to provide professional advice or definitive legal interpretation(s) or opinion(s) on the applicable legislation or legal or other matters referred to in the pages. If the reader is in doubt on any matter in this complex area further legal or other advice must be obtained. While every reasonable care has been taken by the Institute in the preparation of these pages, we do not guarantee the accuracy or veracity of any resource, guidance, information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. The Institute is not responsible for any errors or omissions or for the results obtained from the use of the resources or information contained in these pages.    

  Please click the link to read our company law news item of March 2024 when the General Scheme of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2024 (“General Scheme”) was published by the Department of Enterprise Trade and Employment (DETE). DETE has now published the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2024 (“Bill”). The Bill includes substantially all the provisions of the General Scheme though it is worth noting that some of the provisions contained in the General Scheme in relation to the Corporate Enforcement Authority (CEA) are not included in the Bill. We set out below some additional points to our earlier note which may be of interest to readers. Readers should note that there are likely to be further amendments of the Bill as it progresses through the Houses of the Oireachtas. Provisions regarding registered office Changes are proposed in relation to a company’s registered office and electronic filing agents. These include the approval by the Registrar of Companies (“Registrar “) of a company as an electronic filing agent (EFA) and as a registered office agent. Trust and Company Service Providers (TCSPs) will only be approved as a registered office agent or an EFA where they have a TCSP authorisation under the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010.Approval to act as an EFA or registered office agent will be withdrawn where a company ceases to hold a TCSP authorisation.   The Bill includes a new section to provide that the Registrar may require evidence to verify a company’s registered office address when a company is applying to register its constitution or submitting a change of registered office address. Where the Registrar has made such a request, the Registrar will not register the documents unless such evidence is provided. Loss of Audit Exemption As set out in our previous note, a change to the rules regarding loss of audit exemption for small companies which fail to file their annual return is proposed. The current position is that the exemption is lost after one failure to file. The change proposed is that the company will not be entitled to an audit exemption for the following two years where it fails to deliver its annual return and has previously failed to file an annual return, in compliance with section 343 of the Companies Act 2014, in any of the previous 5 financial years. Proposed subsection (2) provides that a company’s failure to deliver its first annual return or a previous failure to file an annual return before the commencement of the provision shall not be considered as a previous failure for the purposes of subsection (1). Provisions regarding the Corporate Enforcement Authority (CEA) Section 393 provides that an auditor must notify the CEA if during an audit the auditor comes into possession of information leading them to form the opinion that there are reasonable grounds to believe a category 1 or 2 offence under the Companies Act 2014 has been committed. The Bill proposes an extra subsection requiring the auditor to furnish the CEA with such copies of, or extracts from, those books and documents as the CEA may require, accompanied by a certificate of the statutory auditors, bearing their signatures, stating that the copies or extracts so furnished are a true copy of, or extract from, the original books or documents concerned. (Note: the draft wording in the Bill is slightly different to the draft in the General Scheme). Provisions relating to IAASA The Bill proposes changes to delete the requirement that IAASA approves the constitution and bye laws of each prescribed accountancy body. Approval of the investigation and disciplinary procedures and standards of each prescribed accountancy body, and any amendments to the approved investigation and disciplinary procedures and standards is still required. Provisions in the General Scheme concerning the issuance of interim notices by IAASA are also contained in the Bill, now referenced as interim direction required to protect [the] public. Other The proposed amendment which we referenced in our previous news item so that weekends and public holidays are excluded from the time counted towards the minimum 48-hour notice required to appoint proxies has not been included in the Bill. This information is provided as resources and information only and nothing in these pages purports to provide professional advice or definitive legal interpretation(s) or opinion(s) on the applicable legislation or legal or other matters referred to in the pages. If the reader is in doubt on any matter in this complex area further legal or other advice must be obtained. While every reasonable care has been taken by the Institute in the preparation of these pages, we do not guarantee the accuracy or veracity of any resource, guidance, information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. The Institute is not responsible for any errors or omissions or for the results obtained from the use of the resources or information contained in these pages.  

The size criteria for companies are laid down in the Companies Act 2014. The thresholds have been increased since July 1, 2024. Please see an Institute news item of June 24, 2024 on Increased size limits for Irish companies signed into law. The new criteria apply to financial years beginning on or after January 1, 2024. Companies may elect to apply the adjusted thresholds to financial years on or after January 1, 2023. This change in size will mean that more companies will move into the micro and small categories and will thus benefit through abridged reporting requirements and the audit exemption. Certain companies specified in the legislation are excluded from the micro, small or medium company or group regime e.g.” ineligible companies” as defined in the legislation. Reader’s attention is also drawn to the dormant company audit exemption where the requirements of section 365 of the Companies Act, 2014 are satisfied. The new company thresholds are as follows: Size - company Original thresholds New thresholds   Does not exceed  two or more of the following criteria for current and preceding year Does not exceed  two or more of the following criteria for current and preceding year Micro company Balance sheet total €350,000 Turnover €700,000 Employees 10 Balance sheet total €450,000 Turnover €900,000 Employees 10 Small company Balance sheet total €6 million Turnover €12 million Employees 50 Balance sheet total €7.5 million Turnover €15 million Employees 50 Medium company Balance sheet total €20 million Turnover €40 million Employees 250 Balance sheet total €25 million Turnover €50 million Employees 250 Large company: a company that does not qualify as a small company, a micro company or a medium company under the Companies Act, 2014 is deemed to be a large company (Section 280H Companies Act,2014).       Size - group Original thresholds New thresholds   Does not exceed two or more of the following criteria for current and preceding year Does not exceed two or more of the following criteria for current and preceding year Small group Balance sheet total €6 million net (€7.2 million gross) Turnover: €12 million net (€14.4 million gross) Employees 50 Balance sheet total: €7.5 million net (€9 million gross) Turnover: €15 million net (€18 million gross) Employees 50 Medium group Balance sheet total €20 million net (€24 million gross) Turnover €40 million net (€48 million gross) Employees 250 Balance sheet total: €25 million net (€30 million gross) Turnover: €50 million net (€60 million gross) Employees 250   This information is provided as resources and information only and nothing in these pages purports to provide professional advice or definitive legal interpretation(s) or opinion(s) on the applicable legislation or legal or other matters referred to in the pages. If the reader is in doubt on any matter in this complex area further legal or other advice must be obtained. While every reasonable care has been taken by the Institute in the preparation of these pages, we do not guarantee the accuracy or veracity of any resource, guidance, information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. The Institute is not responsible for any errors or omissions or for the results obtained from the use of the resources or information contained in these pages.

The Department of Enterprise Trade and Employment has announced that the European Union (Adjustments of Size Criteria for Certain Companies and Groups) Regulations 2024 (S.I. No. 301 of 2024) were signed into law on the 19 June and come into operation on the 1 July 2024. The purpose of the Regulations is to adjust company size thresholds in line with 25 per cent inflation, thereby reducing the regulatory and administrative burden on some companies, which would otherwise become subject to audit and additional financial reporting requirements.  The Regulations, which transpose delegated Directive 2023/2775/EU, amend the Companies Act 2014 increasing company size thresholds as set out below. These size thresholds are contained in sections 280A to 280I of the Companies Act 2014, with company size being typically determined based on the company meeting two out of the three size criteria (with other relevant factors also applying). The increased size criteria are as follows; micro company –a balance sheet total of not greater than €450,000, a net turnover of not greater than €900,000 and no more than 10 average employees. small company – a balance sheet total of not greater than €7.5 million, a net turnover of not greater than €15 million and no more than 50 average employees. medium sized company – a balance sheet total of not greater than €25 million, a net turnover of not greater than €50 million and no more than 250 average employees. large company –continues to be defined as a company that does not qualify as micro, small or medium (ie. balance sheet total of greater than €25 million, net turnover of greater than €50 million and more than 250 average employees). Group size thresholds have also increased as set out below; small group- group balance sheet total of no greater than €7.5 million net (or €9 million gross), group turnover no greater than €15 million net (or €18 million gross) and no more than 50 average employees of the group. medium group- group balance sheet total of no greater than €25 million net (or €30 million gross), group turnover no greater than €50 million net (or €60 million gross) and no more than 250 average employees of the group. The measures apply for financial years beginning on or after 1 January 2024, enabling companies to benefit from the adjusted thresholds immediately.  Companies may elect to apply the measures on or after 1 January 2023. Please see the DETE announcement. Chartered Accountants Ireland are delighted to see this regulation signed into law, giving clarity to companies on size thresholds, and their reporting requirements.      

The Corporate Enforcement Authority (CEA) has published its first annual report covering a period from July 2022 to December 2023. Click here for the CEA press statement .The annual report provides a comprehensive account of the steps taken to establish the CEA's presence amongst its stakeholders, and of the work undertaken to establish the organisation's operational capability. The report includes 17 case studies that illustrate the breadth of the CEA's impact and demonstrate a considered and graduated approach towards the deployment of the CEA’s enforcement powers. Case studies range from use of incorrect registered office address to incorrectly claiming audit and group exemptions and breach of director’s loan provisions. There is also a case study on supervision of the implementation of the terms of a SCARP rescue plan. On SCARP generally the annual report writes that a process advisor must submit their final report, that is, after developing a rescue plan, to the CEA. Unlike auditors’ indictable offence reports, which by their nature identify potential offences, process advisors’ reports are submitted to the CEA for information on the rescue process and plan. If a report indicates potential wrongdoing or other issues, the CEA can investigate as considered necessary or appropriate. The CEA wrote that it received 51 reports in the period and each report is examined.

From the Institute's  Professional Accounting team : Introduction On 15 March 2024, the Irish Department of Enterprise, Trade and Employment (DETE ) published the General Scheme of Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2024 (“General Scheme”) to make amendments to Companies Act 2014 (CA 2014).Please click here for the press release on the General Scheme. Click here for the text of the publication and the regulatory impact analysis of the General Scheme. Readers may recall that DETE conducted a public consultation on proposals to enhance the CA 2014 (“Consultation”) last year. The Institute responded to that consultation and you can click here to see the response. The General Scheme is wide ranging, and we set out below some of the proposed provisions which if enacted may be of interest to members. Please also refer to the Corporate Enforcement Authority’s press release and accompanying note dated 15 March 2024 which provides detailed information on proposed enhancements to the CEA’s powers and some proposed new offences. Electronic meetings There are proposals to put electronic participation in meetings on a permanent statutory footing and to include provisions for notices, quorum and proceedings and virtual voting at such meetings. Readers may recall that in December 2023 these provisions which were introduced during the pandemic were temporarily extended to 31 December 2024. Audit exemption A change to the rules regarding the loss of audit exemption for companies which fail to file their annual return on time is proposed. It is proposed that if a small company fails to file its annual return with the Companies Registration Office for a second or subsequent time within a period of 5 consecutive years, then the company will lose its ability to claim audit exemption. The current legal position is that the exemption is lost after one failure to file. This proposal is welcomed by the Institute which has lobbied for some time for the change. The Institute recognises the importance of companies complying with legal obligations as regards the publication of financial information. However, it considers that the loss of audit exemption for two years for a late filing to be an overly punitive sanction. Provisions relating to receivers Some changes relating to receivers are proposed. New provisions are proposed requiring the provision of further information on Form E8 which is filed upon the receiver’s appointment. The further information includes details of nature of assets, date and nature of appointment, information regarding future trading where practicable, and other prescribed information. Also, it is proposed that the time limits for filing the receiver’s abstract (Form E9) upon cessation of acting as receiver and notice of cessation of receiver (Form E11) will now be 7 days. Provisions concerning entitlement to remuneration of receivers are proposed in line with existing provisions in the CA 2014 concerning entitlement of liquidators to remuneration. Members, creditors, and prescribed persons can request information regarding receivers’ terms and fees, and requests must be dealt with within 7 days. It is proposed to extend the existing power of the court to fix remuneration of a receiver. Matters to be taken into account for receivers under these proposals include time spent, complexity of the case, exceptional responsibility on receiver, effectiveness of receiver, value, and nature of the property. This mirrors existing provisions for remuneration for liquidators in the CA 2014. DETE had suggested in the Consultation last year that there is merit in amending the CA 2014 to provide that receivers are subject to minimum qualifications along the lines of the qualification requirements for liquidators as set out in the CA 2014. However, there are no such proposals in the General Scheme. Provisions relating to SCARP The provisions relating to SCARP are largely technical amendments and corrections of the Companies (Rescue Process for Small and Micro Companies) Act 2021. Much of the amendment is also to make provision to give notifications “in prescribed form” to the Registrar of Companies and court.  An amendment to the section on the process adviser’s (PA) remuneration costs and expenses proposes that the court can ask the PA for a written report where the PA did not make use of the services of the staff and facilities of the company to which they were appointed where the court is considering any matter relating to the PA’s costs, expenses, and remuneration. Winding up Most of the amendments are to make provision to give notifications “in prescribed form” to the Registrar of Companies. The only proposal of note is an amendment to the section of the CA 2014 which imposes an obligation on a liquidator to apply to the Court for the restriction of a director or directors of an insolvent company. The liquidator may be relieved of this obligation by the CEA. The proposed amendment is to make explicit that the obligation on liquidators endures all the way through to the end, which includes to the end of all appeals proceedings against restriction orders. Strike off and restoration Three new grounds for involuntary strike off are proposed, failure to notify of a change in registered office, no current company secretary recorded and failure to deliver beneficial ownership information. There are some consequential amendments proposed on foot of the three new proposed strike off grounds. These three new proposed grounds will not give rise to disqualification of the directors and the new proposals include the steps to be taken to avert continuation of the strike off under the three new grounds. Provisions relating to the Corporate Enforcement Authority Changes include for example mechanisms for the CEA to receive details of restriction and disqualification orders and reliefs to restricted persons more quickly than at present. An amendment is proposed to section 393 of the CA 2014. This section requires an auditor to notify the CEA if during the course of an audit the auditor comes into possession of information leading them to form the opinion that there are reasonable grounds to believe a category 1 or 2 offence under the CA 2014 has been committed. The amendment requires the auditor to furnish the CEA with copy books and documents or extracts (the current provisions require grant of access to books and documents) and a signed assurance from the audit partner that they are exact copies. New offences of obstruction and intimidation are proposed. Please see the CEA press statement issued 15 March 2024 and accompanying note for a fuller summary of the proposals of the General Scheme which relate to the CEA. Provisions relating to IAASA It is proposed that IAASA will have power to issue an interim notice imposing restrictions on a statutory auditor that a possible relevant contravention has been committed and that it is appropriate in the public interest to do so .Relevant contraventions could be but are not limited to failure to obtain sufficient evidence to support an issued audited opinion, repeated significant deficiencies in standards of audit work or significant breach(es) of independence or ethics rules. IAASA will invite and consider submissions received from the restricted person and will within 21 days either confirm vary or revoke the interim notice. The restrictions remain in place until the investigation is complete. An interim notice will be reviewed every 6 months or a shorter period and automatically expires after 18 months unless a further interim notice is issued. IAASA will be required to make regulations regarding procedures to be followed under this proposal. Other Other miscellaneous proposals which might be of interest is a section whereby a company can provide voluntary information in its annual return on gender balance of its board of directors. The information would be collected for statistical purposes only. There are also proposals for multi located execution of documents and a proposed amendment so that weekends and public holidays are excluded from the time counted towards the minimum 48 hour notice required to appoint proxies. This information is provided as resources and information only and nothing in these pages purports to provide professional advice or definitive legal interpretation(s) or opinion(s) on the applicable legislation or legal or other matters referred to in the pages. If the reader is in doubt on any matter in this complex area further legal or other advice must be obtained. While every reasonable care has been taken by the Institute in the preparation of these pages, we do not guarantee the accuracy or veracity of any resource, guidance, information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. The Institute is not responsible for any errors or omissions or for the results obtained from the use of the resources or information contained in these pages.  

For readers who did not secure a place on the Corporate Enforcement Authority’s (CEA) inaugural conference of 19 October 2023 ,the CEA has now made available the content of most of the papers delivered at the conference and readers can access the papers on the CEA’s website under the “Events “  button .The following is a list and some details of what is contained in the papers. “Opening Remarks” Ian Drennan CEO of Corporate Enforcement Authority The evolution of compliance in the last 25 years with there now being widespread compliance with company law. The remarks also allude to the CEA’s strategy for 2022-2025. “Searching for evidence in the digital age”  James Dwyer, SC   This material considers the extent to which searches for criminal material can encroach upon a citizen’s right to privacy and legal professional privilege. It refers to a number of recent cases including the case of People (DPP) vs Quirke where the  Supreme Court held that although the search under a warrant issued was lawful, in the absence of specific permission being sought and given to search the computers, the search of the computer was not lawful. “Privacy, privilege, and access to data” Bernard Condon, SC The slides reference the Quirke decision and the 2023 decision in Corcoran v the Commissioner of an Garda Síochána. “European Public Prosecutor’s Office” Claire O’ Regan, Office of the DPP The slides content includes background on the EPP’s office, its competence, structure, its investigations, and prosecutions. “The Evolution of Ireland’s restriction of company directors’ regime.” Aoife McPartland, CEA Director “The challenge of privacy law to corporate transparency and probity" Paul Egan SC This  paper addresses the topical issues of public access to information such as CRO documents and information versus the EU trend towards concealment of ownership information and corporate secrecy .The paper refers to further reading material on this area. It also contains many useful diagrams including comparators on access to company registers ,who has the right to inspect and take copies and RBO information for Irish private companies and group structures. The paper  also signals the presenter’s view of the shortcomings of the attempted Irish fix (Beneficial Ownership Of Corporate Entities) (Amendment) Regulations 2023) in light of the 2022 ECJ ruling  where the ECJ held invalid the provisions of the AMLDs which require information on the beneficial ownership of corporate /other legal entities to be accessible in all cases to any member of the general public. You can read further about that on his firm Mason Hayes &Curran’s website Encroachment of Privacy Law on Disclosure of Company Information.  “The new European Directive harmonising certain aspects of insolvency law, directors' duties, Simplified Liquidation Procedures, and other matters."  Professor Irene Lynch Fannon This presentation deals with the proposed INSOL directive including certain elements such as harmonisation of insolvency and rescue law in the EU, the codification of common law rules and equitable principles and enforcement with a particular focus on company directors’ duties and proposed simplified liquidation measures. The presenter in comments after the event said that these [proposals in INSOL Directive ] “…. are all interesting developments and are even more interesting when considered in the context of the Preventive Restructuring Directive 2019/1023, now implemented in Ireland in 2022 in EU (Preventive Restructuring) Regulations amending the Companies Act 2014. As regards Directors' duties in particular there is some unresolved tension between Art 19 of the latter (now s. 224A/2014 Act) and the proposed Arts. 36 and 37 of the new Directive”. Investigations under the Companies Act  Neil Steen S.C. The primary subject of the paper is stated to be the court’s power to appoint inspectors to investigate the affairs of a company, but the paper also observes that the CEA enjoys certain other powers that are in practice highly relevant to an application to the court. .The paper references a table of relevant statutes and case law, and its content includes the purpose of company law inspections and powers of inspectors . This information is provided as resources and information only and nothing in these pages purports to provide professional advice or definitive legal interpretation(s) or opinion(s) on the applicable legislation or legal or other matters referred to in the pages. If the reader is in doubt on any matter in this complex area further legal or other advice must be obtained. While every reasonable care has been taken by the Institute in the preparation of these pages, we do not guarantee the accuracy or veracity of any resource, guidance, information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. The Institute is not responsible for any errors or omissions or for the results obtained from the use of the resources or information contained in these pages.