The recent enactment of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (the “2024 Act”), introduces a number of important amendments to the Companies Act 2014. Signed into law in November 2024, the Act reflects important changes in corporate governance, compliance, and regulatory enforcement in Ireland.
It also codifies several temporary measures introduced during the COVID-19 pandemic, making them permanent features of Irish company law.
What does this mean for my business in Ireland?
Hybrid and virtual meetings
The Act now allows companies to hold wholly virtual or hybrid general meetings (AGMs and EGMs) on a permanent statutory basis. This facilitates broader participation and operational efficiency – particularly for companies with geographically dispersed stakeholders.
Execution of documents under seal
The Act permanently instates the ability to execute documents under seal in counterpart. This provision, originally introduced as a temporary COVID-19 measure, allows for documents to be signed in separate locations and later compiled into a single executed document.
Audit exemption – revised criteria
A small or micro company will no longer automatically lose its audit exemption due to a single late annual return filing. The exemption will now only be lost if a company files late more than once within a five-year period.
This change offers welcome relief to smaller entities.
Expanded grounds for involuntary strike-off
The Companies Registration Office (CRO) is now empowered to initiate strike-off proceedings where a company:
- Fails to maintain a registered office,
- Does not appoint a company secretary, or
- Neglects to file beneficial ownership information.
These additions highlight the importance of maintaining up-to-date statutory records and filings.
Domestic mergers – greater flexibility
The Act simplifies the process for domestic mergers, particularly among Designated Activity Companies (DACs) and within corporate groups. It is now possible for multiple subsidiaries to merge into a parent company through a single merger process, reducing the administrative burden and cost.
Enhanced regulatory powers
The Corporate Enforcement Authority (CEA), the Irish Auditing and Accounting Supervisory Authority (IAASA), and the Companies Registration Office (CRO) have been granted expanded powers to investigate, supervise, and enforce compliance. These include improved access to information and reflects a broader trend toward proactive regulatory oversight.
Improvements to the SCARP framework
The Small Company Administrative Rescue Process (SCARP) has been refined to improve accessibility and effectiveness for companies in financial distress. These changes aim to support businesses in restructuring and recovery.
It is essential that businesses take proactive steps to align their compliance policies and governance frameworks with these changes.
For bespoke guidance on how the above changes may affect your company, please do not hesitate to get in touch.
