On 15th March 2024 the Department of Enterprise, Trade and Employment released the General Scheme for the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2024. In our previous Blogs, we covered a general overview of the scheme and an in-depth review of the provisions relating to Corporate Governance and Company law enforcement and supervision. In this blog, we will review the heads relating to Company law administration and Corporate insolvency. It is imperative to note that certain details of the Bill may undergo revisions as it progresses. We urge you to consult our latest blogs on the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2024 to ensure you remain abreast of the latest guidance. 

Company law administration 

Audit Exemption

One of the most noteworthy aspects of the Bill is the amendments to late annual returns. Currently, a Company will lose its audit exemption is its annual return is late Under Section 343 CA2014, this Head will introduce a facility where a small company will no longer lose its audit exemption for a first failure to file an annual return. Only on the second or subsequent time within a period of 5 consecutive years would the audit exemption then be lost.

Electronic and Registered Office Agent

Heads are being introduced to amend CA2014 which provides a person shall apply to the Registrar in the prescribed form for approval to act as an Electronic Filing Agent (EFA) or Registered Office Agent (ROA) and that person must be approved by the Registrar to act as an agent for the purposes of that section.

Registered Office Agent

As a means to ensure Companies are using the correct registered office addresses under Head 6, an ROA may notify both Registrar and the company that the ROA will no longer provide a registered office address for the company at which point the Register will send notice to the director(s) and secretary to their residential address, requesting the company to give notice of the situation of registered office address. Failure to update such will as noted in Head 55 result in the Company entering involuntary strike-off.

Document Signing

As was permitted by Companies (Miscellaneous Provisions)(Covid-19) Act 2020 this head provides for the multi-located execution of documents. It enables documents under seal to be executed in different counterparts, with the aggregate of the documents to be considered as the one instrument.

Forms

Several heads give certain CRO forms as prescribed in the Act rather than administrative forms such as but not limited to;G1- Q, SAP203,204,205,206 and E1-SAP.

Functions of the Registrar

A company may on a voluntary basis elect on Form B1 to disclose data relating to the gender balance of their board of Directors.

Corporate Insolvency

SCARP

The Heads include technical amendments and clarifications with regard to the SCARP regime which can be found under Heads 29-46 of the General Scheme. As well as such clarifications the Scheme also includes items such as Head 32 where a Process Adviser must consider the social and cultural importance of the company when making his or her determination in relation to its future viability and Head 38 where a Process Adviser shall notify the CRO within 5 days of being notified of an objection to the rescue plan.

Receivers

Amendments to the appointment and cessation of a Receiver include but are not limited to, details of receivers’ fees being made available to members and creditors, additional information to be submitted on Form E8 (Notice of Appointment) and Head 24 which amends the timeline for submission of Form E9 (Receiver's Abstract under Section 430(3)/441(2)(b) CA2014) to 7 days from 30 days.

The next step is for the General Scheme to be drafted as a Bill at which point it will develop through the Houses of Oireachtas and through various debates until it is signed into Law by the President. With no formal date for such it is expected to be signed into law by the end of 2024 with commencement following suit.

Please be advised that the information provided herein serves as a guide, and for a more exhaustive understanding, we recommend direct reference to the General Scheme.

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.