Provisions strengthening the powers of Ireland's corporate watchdog, the Corporate Enforcement Authority (CEA), contained in the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (2024 Act), came into operation on 3 December 2024.
The 2024 Act amends the Companies Act 2014 (2014 Act), introducing changes to corporate governance, administration, enforcement and supervision, and corporate insolvency provisions.
Our previous article, available here, explored the legislative changes affecting the CEA. The amended provisions of the 2014 Act relating to the CEA and now in force include the following:
- new section 132(1A) requires an undischarged bankrupt, who applies to the court for permission to act as a company director or secretary or to participate in the management of the company, to name the CEA as a notice party to the application and to provide the CEA with at least 14 days' notice of the application. This measure allows the CEA to object to such applications and receive particulars of related court decisions;
- new section 393(2)(d). Under section 393, statutory auditors must notify the CEA if they believe a category 1 or 2 offence may have been committed. They must also provide relevant information and access to books and documents under their control. The new subsection allows copies of these books and documents to be made by persons other than CEA officers. However, the statutory auditors must certify the copies as exact copies;
- section 558ZR relating to the small company administrative rescue process (SCARP). Where a process adviser determines that a past or present company officer or member committed an offence in relation to the company, they must report this to the Director of Public Prosecutions (DPP) and the CEA. The report to the CEA must be made promptly after the process advisor reports it to the DPP. Similar amendments are made to section 723 of the 2014 Act, which obliges liquidators to report offences to the DPP and the CEA;
- amended section 792, expanding the list of competent authorities with whom the CEA can disclose information, books and documents relating to a company. Similar amendments have been made to section 944Q of the 2014 Act, extending the list of bodies that may provide information to the CEA where that information relates to the commission of an offence under, or non-compliance with, the Act or could assist a CEA's investigation into non-compliance with the Act;
- new section 793A, creating a new category 2 offence or obstructing or interfering with a CEA officer exercising their powers under the 2014 Act;
- amended section 795, extending the time in which the CEA must apply to the court for a determination on whether material it has seized is legally privileged from seven to fourteen days;
- amended section 819, to inter alia provide that the CEA shall receive court orders restricting directors directly from the court at the same time they are provided to the Registrar of Companies;
- amended section 863(2) providing that the CEA will receive prescribed information in relation to disqualification orders and convictions within 28 days of the perfection of the court order.
Contributed by Gail Nohilly and Jack Stokes.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
