UPDATES TO COMPANY LAW

This Act (No. 44 of 2024) introduces a range of updates to Irish company law, primarily by amending the Companies Act 2014 (the “Principal Act”). It also makes changes to other legislation, such as the Industrial and Provident Societies Act 1893 and the Registration of Business Names Act 1963. Below is an overview of the main reforms.

1. Electronic General Meetings

• New provision for fully or partially virtual general meetings: Companies can conduct annual general meetings (AGMs) and extraordinary general meetings (EGMs) wholly or partly using electronic communications technology (Sections 11–13, inserting a new section 176A in the Principal Act).
• Reasonable opportunity to participate: Companies must ensure that participants can see or hear proceedings in real time, submit questions, and vote electronically.
• Chairperson’s powers: The chairperson may adjourn if there is a failure or disruption to the technology that cannot be remedied.
• Similar reforms for industrial and provident societies: Section 89 replaces section 14B of the Industrial and Provident Societies Act 1893, allowing these societies to hold fully or partially virtual meetings as well.

2. Corporate Governance Amendments

1. Registered office agents and electronic filing agents
2. Company strike-off grounds extended
3. Board composition by reference to gender (voluntary disclosure)
4. Record date for public companies’ votes

3. Enforcement and Regulatory Measures

1. Audit exemption restrictions
2. Disapplication of Probation of Offenders Act
3. Corporate Enforcement Authority (CEA) powers and offences
4. Irish Auditing and Accounting Supervisory Authority (IAASA)

4. Changes Affecting Restructuring and Insolvency

1. Small Company Administrative Rescue Process (SCARP) refinements
2. Receivers and liquidators
3. Court filings on restriction and disqualification

5. Amendments to Other Acts

1. Industrial and Provident Societies Act 1893
2. Registration of Business Names Act 1963

6. Overall Significance

• Streamlined corporate administration: The Act modernises filing obligations, strengthens the Registrar’s powers, and clarifies the roles of electronic filing agents and registered office agents.
• Enhanced enforcement: Additional grounds for strike-off and new powers for the Corporate Enforcement Authority (CEA) and IAASA heighten accountability.
• Virtual meetings made permanent: Companies, and industrial/provident societies, now have a clear legal framework for fully or partially virtual AGMs/EGMs.
• Stricter rules for late-filing companies: Repeated late filing triggers a loss of audit exemption, while the Probation of Offenders Act no longer applies to these offences.
• Improved transparency: Additional powers to exchange information between state bodies help combat economic crime and enforce compliance with beneficial ownership requirements.
• Updates to small company rescue process: Technical refinements to SCARP ensure it functions as intended.

Taken as a whole, the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 reflects the continued Irish legislative trend toward digital enablement, stronger enforcement, and heightened transparency in company law.

It is designed to simplify certain corporate processes and ensure robust oversight by regulatory authorities.