The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2024 has been introduced in Dáil Éireann. The primary goal of this Bill is to enhance and modify the legislative framework established by the Companies Act 2014, focusing on governance, administration, insolvency, enforcement, and supervision. The bill is expected to be enacted before the end of 2024.

How will this affect your company?

There are a number of changes coming down the line that you will need to be aware of as a company officer or accountant engaged in looking after the filings and maintaining statutory compliance for your clients.

Below are some of the changes expected to be included in the new legislation:

Virtual Meetings:

The Companies (Miscellaneous Provisions) (Covid-19) Act 2020 facilitated the holding of virtual general meetings during the pandemic to enable companies and industrial and provident societies to fulfil their obligations in relation to company meetings.

These provisions were to endure for an interim period which, following extensions, is due to lapse on 31 December 2024.

The proposal in the update of the CA2014 will introduce a new subsection of S176, S176(A) that will permit the holding of virtual or hybrid meetings provided that a company's constitution does not stipulate otherwise.

Common Seal

Section 43 of CA2014 will be amended with the inclusion of a new section S43A to allow a company seal and signatures where necessary may be executed on separate documents which may be counted as one single document.

Involuntary Strike Off

New grounds for involuntary strike off are proposed to be introduced. S726 of CA2014 is proposed to include:

• failure of a company to deliver the details of the registered office of the company;
• where no secretary of the company is recorded on the Register of Companies;
• and failure of a company to notify the Registrar of Beneficial Ownership of certain information in relation to the beneficial owner of a company.

Audit Exemption & Late FilingAnnual Return

Section 363 of CA2014 is proposed to be amended so that a company that qualifies as a small company will not be entitled to an audit exemption for the following two years where it fails to deliver, for a second or subsequent time within a period of 5 consecutive years, an annual return compliant with S343 of CA2014.

i.e. a small company will not lose its audit exemption for 2 years if it files one annual return late once in a five year period, it is currently lost if one annual is missed.

Registered Office Address

The Registrar may request verification of the details of the address of a company’s registered office.

Mergers

Section 463(2) CA2014 appears to provide for only one company at a time to merge by absorption into the successor company. This amendment will ensure that a merger by absorption can be facilitated in one transaction rather than several.

What is not included in the bill that had been previously contained in the General Scheme?

Proxies

A notable omission from the bill is the proposed update to proxies. It had been proposed that weekends and any public holidays be excluded from the time counted towards the minimum 48-hour notice required to appoint proxies. 

It is possible that the Bill will be subject to further amendment as it continues the process of enactment.

Please note that the information provided here serves as a guide, and for a more comprehensive understanding, we recommend referring to the General Scheme directly.

Stay tuned for our next instalment as we continue to unravel the intricacies of the Companies (Corporate Governance, Enforcement, and Regulatory Provisions) Bill 2024.

The contents of this article are meant as a guide only and are not a substitute for professional advice. The author/s accept no responsibility for any action taken, or refrained from, as a result of the material contained in this document. Specific advice should be obtained before acting or refraining from acting, in connection with the matters dealt with in this article. The information at the time of publishing was accurate and could be subject to final changes.