Irish businesses urged to familiarise themselves with new Companies Act provisions now commenced

Neil Keenan and Zara West, corporate and insolvency law experts at Pinsent Masons, were commenting after 64 of the 90 provisions of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (46 pages / 516 KB) came into effect on 3 December.

The new legislation introduces a series of amendments aimed at enhancing and modernising corporate governance, enforcement powers, and regulatory provisions within the Companies Act 2014 (1,170 pages / 5.6 MB). The new Act aims to foster a transparent, efficient and well-regulated business environment across Ireland.

Of note are changes to corporate governance requirements and insolvency law, including that shareholder general meetings can now be held virtually going forward as a permanent feature of Irish company law. This was previously a temporary measure due to expire at the end of 2024.

Companies can now have the signatures which must appear when the seal of the company is being affixed on separate counterpart pages. “This will assist with the remote execution of documents that require a company seal, such as a deed,” said Keenan.

The provisions also make changes to the procedures for statutory mergers which allow mergers to be implemented now even where all of the companies involved are designated activity companies, as opposed to at least one of the companies being a private company limited by shares which was the previous requirement. The amendments introduced also allow a number of mergers by absorption between a holding company and more than one subsidiary to be implemented by way of a single transaction.

Companies can now be struck off on additional grounds including for failure to file beneficial ownership details with the register of beneficial ownership. Firms also face being struck off if they fail to record a company secretary or fail to deliver notice of a change of registered office.

The commenced provisions also bring changes regarding the renumeration of receivers as well as certain changes relating to the small company administrative rescue process and changes extending liquidators’ obligations to apply to have directors restricted so that is applies up to and including the determination of any appeal.

“The changes provide greater clarity and flexibility regarding day-to-day business operations, audit regimes and insolvency and restructuring processes. The recently commenced provisions also bring about more robust corporate surveillance and enforcement, which companies need to be live to.” said West.

There are various other provisions that still await commencement. These include changes regarding electronic filing agents, the requirement that declarations required pursuant to the “summary approval procedure” be in a prescribed statutory form and the ability to include the gender balance of boards of directors in the annual return filing.

It is expected that the remaining provisions will be commenced in early 2025.