On 20th November, Peter Burke the Minister for Enterprise, Trade and Employment signed the commencement order for certain sections of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024.

The commencement date for certain sections of the Act is 3rd December 2024 under Statutory Instrument No. 639/2024.

The sections of the Act that have been commenced are:

Part 1; - Title and Commencement, Definition and Repeals and Amendments

Sections 4 and 5; - Updates to Definitions of Registrar of Beneficial Ownership and

Section 7 - Company Seal

• Insertion of S43A - Execution of instruments consisting of several documents in like form

Sections 9 to 14; Registered Office

• Section 9 – Insertion of S50A - Registrar may request evidence of situation of registered office.

Section 10 – Officers

• Amendment to S132 - Prohibition of undischarged bankrupt being a director or secretary or otherwise involved in the company

Sections 11 – 14 – Virtual Meetings

• Section 11 – Amendment to S176 - The location and means for holding general meetings
• Section 12 – Insertion of S176A - Participation in general meetings by use of electronic communications technology
• Section 13 – Amendment to S181 - Notice of general meetings
• Section 14 – Amendment to S187 - Proceedings at meetings

Section 21; - Annual Return

• Amendment to S343 - Obligation to make annual return

Section 23 - Reporting Offences

• Amendment to S393 - Report to Registrar and Director: category 1 and 2 offences

Sections 27 to 34 - Receivers

• Section 27 – Insertion of Section 443A - Remuneration of Receivers
• Section 28 – Amendment to S444 - Power of court to fix remuneration of receiver

Sections 29 – 30 - Mergers

• Section 29 – Amendment to S462 – Requirements for Chapter to apply
• Section 30 – Amendment to S463 -Mergers to which Chapter applies — definitions and supplementary provision

Sections 31 - 34 - SCARP

• Section 31 – Amendment to S558A – Interpretation
• Section 32 – Amendment to S558B - Requirements where eligible company wishes to avail of rescue plan
• Section 33 – Amendment to S558C - Process adviser to determine whether eligible company has reasonable prospect of survival
• Section 34 – Amendment to S558I - Process adviser’s duty to seek provision of email addresses

Sections 36 and 37 - SCARP

• Section 36 – Amendment to S558R - Further provision with respect to leases
• Section 37 – Amendment to S558Y - Consideration by members and creditors of rescue plan

Section 39 - SCARP

• Amendment to S558ZA - Process adviser’s report

Section 41 - SCARP

• Amendment to S558ZD - Court hearing in case of objection

Sections 43 to 46 - SCARP

• Section 43 – Amendment to S558ZM - Power of relevant court to order the return of assets improperly transferred
• Section 44 – Amendment to S558ZN - Director’s power to examine books and records
• Section 45 – Amendment to S558ZO - Reporting to Director of Corporate Enforcement of misconduct by process advisers
• Section 46 – Amendment to S558ZR - Prosecution of officers and members of company

Sections 49 and 50 - SCARP

• Section 49 – Amendment to S558ZY - Process adviser: remuneration, costs and expenses
• Section 50 – Amendment to S58ZAD - Power to apply to relevant court for determination of questions or concerning exercise of powers

Section 54 - Liquidations

• Amendment to S683 - Obligation (unless relieved) of liquidator of insolvent company to apply for restriction of directors

Sections 57 to 70 – Liquidations

• Section 57 – Amendment to S723 - Prosecution of offences committed by officers and members of company
• Section 58 – Amendment to S724 – Insertion of Section 724A & 724B - Supplemental provisions in relation to section 723 : duty to provide assistance to D.P.P. and Director of Corporate Enforcement

Sections 59 – 62 Involuntary Strike Off

• Section 59 – Amendment to S726 - Grounds for involuntary strike off
• Section 60 – Amendment to S727 - Registrar's notice to company of intention to strike it off register
• Section 61 – Amendment to S728 - Contents of Registrar's notice to company
• Section 62 – Amendment to S729 - Meaning of remedial step

Sections 63-64 - Restorations

• Section 63 – Amendment to S737 - Restoration on application to Registrar
• Section 64 – Amendment to S740 - Terms of court order on application under section 738

Sections 65- 67 - Corporate Enforcement Authority

• Section 65 – Amendment to S729 - Information, books or documents may be disclosed to competent authority
• Section 66 – Amendment to S793 – Insertion of S793A - Offence of falsifying, concealing, destroying or otherwise disposing of document or record
• Section 67 – Amendment to S795 - Saving for privileged information

Sections 68-70 - Restrictions on directors of insolvent companies

• Section 68 – Amendment to S819 - Declaration by court restricting director of insolvent company in being appointed or acting as director etc.
• Section 69 – Amendment to S823 - Register of restricted persons
• Section 70 – Amendment to S863 - Information to be supplied to Registrar

Sections 73 to 89 - Irish Auditing and Accounting Supervisory Authority

• Section 73 – Amendment to S905 - Functions of Supervisory Authority
• Section 74 – Amendment to S915 - Application of money received by Supervisory Authority
• Section 75 – Amendment to S930 - Recognition of body of accountants
• Section 76 – Amendment to S934 - Investigation of possible breaches of standards of prescribed accountancy bodies
• Section 77 – Insertion of S934A – Interim direction required to protect public
• Section 78 – Amendment to S941 - Appeals to and orders of the court, including orders confirming decisions of Supervisory Authority
• Section 79 – Amendment to S944A – Definitions
• Section 80 – Amendment to S944G - Appointment of chairperson of Authority
• Section 81 – Amendment to S944I - Acting Member
• Section 82 – Amendment to S944O - Accountability of Member to certain Oireachtas Committees
• Section 83 – Amendment to S944Q - Disclosure of information to Authority

Sections 84 – 86 - Public Limited Companies

• Section 84 – Amendment to S1062 - Company investigations concerning interests in shares
• Section 85 – Amendment to S1087G - Record date for participation and voting in general meeting
• Section 86 – Amendment to S1098A – Application of S176A in relation to PLS’s

Sections 87 - Mergers

• Section 87 – Amendment to S1129 - Mergers to which Chapter applies — definitions and supplementary provision

Section 88 - Statutory audits

• Section 88 – Amendment to S1151 - Audit committees for public-interest entities

Section 89 - The Industrial and Provident Societies Act1893

• Section 89 – Amendment to S14B - Participation in general meetings by use of electronic communications technology

A surprising omission to the commencement order is Section 22 whereby companies that are late with the CRO annual return in respect of any of the 5 financial years immediately preceding the relevant financial year will not lose audit exemption. This has not yet been commenced into law and with the upcoming election and possible change of Minister, this section may not be commenced for some time.

In the coming weeks we will break down areas of interest in the above sections which will affect accountants and agents on a day-to-day basis.

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

If you would like to discuss any of the above with a member of our team please contact a member of staff at 0539100000.