Overview of the Companies Bill 2024

Published in March 2024, the Companies (Corporate Governance, Enforcement, and Regulatory Provisions) Bill 2024 (referred to as the Companies Bill) is expected to be enacted by the end of 2024. Once enacted, it will amend the Companies Act 2014, which serves as the foundation for company regulation in Ireland. This new legislation introduces several significant changes, including:

Virtual Meetings

The Companies Bill 2024 incorporates provisions from the Companies (Miscellaneous Provisions) (Covid-19) Act 2020, which it will replace. Under this new framework, companies may continue to hold virtual meetings, allowing participants to join remotely without requiring a physical venue.

Execution of Documents Under Seal

The Bill permanently enshrines the temporary Covid-19 measure allowing documents to be executed under seal in counterpart, meaning that separate copies signed individually will together constitute a single legal document.

Enhanced Powers for the Corporate Enforcement Authority

The Corporate Enforcement Authority (CEA) will receive expanded powers and greater status, including surveillance capabilities similar to those of the Revenue Commissioners and An Garda Síochána. This enhancement aims to strengthen corporate compliance and accountability in Ireland.

Receivership Process Improvements

The Companies Bill 2024 introduces new requirements for receivers, including mandatory disclosure of their fees and expenses to shareholders or creditors within seven days upon request. Additional details will be required on Form E8 at the receiver’s appointment, and the final Form E9 must now be delivered to the Registrar within seven days (down from 30 days) upon ceasing to act. Receivers will also gain statutory rights to remuneration, aligning with those granted to liquidators.

Audit Exemption Changes for Micro and Small Companies

Under the Bill, micro and small companies that miss their annual return filing with the Companies Registration Office (CRO) more than once within a five-year period will lose their audit exemption. This change replaces the current rule where a single missed filing results in a loss of audit exemption. This section of the bill is expected to have a separate commencement date. We anticipate that this date will coincide with the implementation of the new law by the CRO, as they will need to update their CORE system to accommodate this change when filing annual returns.

Expanded Merger Requirements and Single Transaction Mergers

For mergers involving multiple companies, the Bill now requires that at least one entity be a private company limited by shares (LTD) or a designated activity company (DAC), extending beyond the current requirement of only an LTD. The Bill also simplifies the process for wholly-owned subsidiaries to merge through a single transaction, reducing the need for multiple transactions.

Registered Office Agent System

A new system allows Registered Office Agents to remove their address from a company’s records if the company is non-compliant or has not paid fees, providing an official process for Registered Office Agents to disassociate from non-compliant companies.

Additional Grounds for Involuntary Strike-Off

The Bill introduces three new reasons for the involuntary strike-off of a company:

• Failure to report a change in the registered office;

  • Absence of a recorded company secretary; and

  • Failure to submit beneficial ownership details to the central beneficial ownership register. This marks the first occasion where the CRO and the RBO will jointly exercise enforcement powers.

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If you have additional questions surrounding the new Companies Bill 2024 or how it may affect your company, please do not hesitate to contact our team at: darren.benham.bno@gmail.com