By Shannon Power, 18th March 2025
As we wrap up Q1 2025, we thought this would be a good time to refresh our knowledge of several significant changes to Irish company law that are sure to affect approaches to corporate compliance for the rest of the year. Following the enactment of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 and its initial roll-out on the 3rd December 2024, there are some key new regulations we must remind ourselves of.
Key Changes to Be Aware Of:
- Enhanced Powers for the Corporate Enforcement Authority (CEA): The CEA’s authority has been expanded to improve its ability to investigate and prosecute violations of company law. These enhancements include broader information-gathering capabilities and increased oversight measures.
- New Grounds for Company Strike-Off: Companies can now be struck off the register for specific non-compliance issues, such as failing to deliver beneficial ownership information, not notifying changes to the registered office, or lacking a recorded company secretary. However, directors are not disqualified solely based on these grounds, and measures are in place to prevent strike-off if addressed promptly.
- Facilitated Multi-Company Mergers: The Act streamlines the process for intra-group mergers by allowing multiple subsidiaries to merge into their parent company in a single transaction, enhancing efficiency in corporate restructurings.
- Virtual and Hybrid General Meetings: The Act permanently allows companies to hold virtual or hybrid general meetings, reflecting the shift towards digital engagement and providing flexibility for shareholder participation.
- Audit Exemption Amendments: Previously, a company would lose its audit exemption upon the first late filing of annual returns. New provisions will permit a company to file late once within a five-year period without losing this exemption, reducing the need for court applications to restore or retain the exemption. These new provisions are yet to be enacted due to the CRO’s CORE system requiring technical updates, but it is expected to be rolled out in the coming months.
These changes modernise corporate governance, improve regulatory compliance, and provide greater flexibility for companies operating in Ireland. If you want to understand the background and initial roll-out of the Act in December 2024, check out our blog: Updates from the Companies (Corporate Governance, Enforcement, & Regulatory Provisions) Act 2024
If you have any questions on any of the amendments mentioned above or how to best approach these changes, please do not hesitate to contact the Company Bureau team. Give us a call at +353(0)1 6461625 or fill out our online contact form.