Following public consultation last May, accompanied by ongoing developments in case law and the diligent efforts of the Company Law Review Group, the Department of Enterprise, Trade and Employment has released the General Scheme for the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2024. This pivotal legislation as emphasised by the Department is designed ’to ensure a balance between simplifying the day-to-day running of a business; maintaining necessary protections for those dealing with companies, such as creditors and investors; and putting in place an effective corporate governance regime to ensure compliance’.
The Bill is comprised of86 heads and contains provisions amending the Companies Act 2014 relating to:
Corporate governance
Improvements will include procedural and legislative changes to the Act that arise primarily from practical problems that have arisen. An instance, Head 8 & 9 ushers in the incorporation of virtual general meetings into the Companies Act 2014, building upon precedents set by the Companies (Miscellaneous Provisions) (Covid-19) Act 2020.
Company law enforcement and supervision
A significant development in the Bill is enriching the powers of the Corporate Enforcement Authority (CEA), the Irish Auditing and Accounting Supervisory Authority (IAASA) and the Companies Registration Office (CRO) by streamlining procedures, facilitating administrative efficiencies, and strengthening reporting requirements.
Company law administration
Administrative processes overseen by the Registrar of Companies are slated for enhancement to ensure the register remains suitably equipped as well as modernising certain administrative requirements for companies.
Corporate insolvency
The Bill seeks to enhance regulation with regards to receivership and proposes amendments to SCARP.
Beyond amendments to Companies Act 2014, the Bill also has enhancements to Industrial and Provident Act 1893, Registration of Business Names Act 1963, Criminal Justice (Surveillance) Act 2009 and Communications (Retention of Data) Act 2011.
Over the coming weeks, we will delve deeper into the various sections of the Bill, providing an in-depth analysis available on CPDStore Blogs. 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. The Key areas for amendments include;
- Incorporation and Registration
- Corporate governance
- Financial Statements, Annual Return and Audit
- Receivers
- Reorganisations, Acquisitions, Mergers and Divisions
- Rescue Process for Small and Micro Companies
- Winding up
- Strike off and Restoration
- Investigations
- Compliance and Enforcement
- Functions of Registrar
- Functions of Registrar and of Regulatory and Advisory Bodies
- Corporate Enforcement Authority
- Public Limited Companies
- Statutory Audits
- Miscellaneous
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 end of 2024 with commencement following suit.
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.
