From Department of Enterprise, Trade and Employment
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Consultation is closed
The Department of Enterprise, Trade and Employment is seeking the views of stakeholders and interested parties on specific proposals to enhance the Companies Act 2014.
The legislative framework provided for by the Companies Act 2014 is regularly reviewed to ensure that the original objectives remain valid and are being achieved, and to consider developments arising from stakeholder engagement, developments in case law and the work of the Company Law Review Group (CLRG). The department is also committed to ensuring that the authorities established under the Act have the appropriate legislative tools to effectively undertake their statutory functions.
In consideration of the above, the department has discerned that the scope for reform at this time broadly relates to four distinct areas of company law which are set out in this public consultation:
1. Corporate governance
The Companies (Miscellaneous Provisions) (Covid-19) Act 2020 facilitated the holding of virtual general meetings during the period of the pandemic to enable companies and industrial and provident societies to fulfil their obligations in relation to meetings. These provisions were temporary in nature and time bound, with the Act due to lapse in December 2023. Informed by feedback from stakeholders, the department considers there may be merit in providing more flexibility for companies by providing, on a permanent basis, for an option, in addition to the option to hold physical and hybrid meetings, to hold fully virtual AGMs and general meetings, and for industrial and provident societies to hold hybrid and fully virtual general meetings.
In addition, some procedural and legislative changes to the 2014 Act that arise primarily from practical problems and anomalies that legal practitioners have encountered in transactional matters such as mergers are proposed.
2. Company law enforcement and supervision
The department is proposing amendments aimed to enhance the powers of the Corporate Enforcement Authority (CEA), the Irish Auditing and Accounting Supervisory Authority (IAASA) and the Companies Registration Office (CRO), to streamline procedures, deliver administrative efficiencies and strengthen reporting requirements.
3. Company law administration
It is proposed to enhance certain administrative processes carried out by the Registrar of Companies to ensure the register is suitably equipped, as well as modernising certain administrative requirements for companies.
4. Corporate insolvency including the Regulation of Receivers
Amendments are proposed to various insolvency related processes across the Companies Act. The department intends to deliver on Programme for Government commitments in relation to enhanced regulation of receivers. It also provides for the inclusion of amendments to the 'Small Companies Administrative Rescue Process' (SCARP) including technical refinements to improve the operation of the process.
Submissions in response to the questions posed should be made in written format, where possible using the template provided, marked 'Proposals to enhance the Companies Act 2014' and emailed to companylawconsultation@enterprise.gov.ie or sent in hardcopy addressed to: Company Law Enforcement and Personal Injuries Policy Unit, Department of Enterprise, Trade and Employment, Earlsfort Centre, Earlsfort Terrace, Lower Hatch Street, Dublin 2, D02 PW01.
In compliance with both the Department of Public Expenditure, NDP Delivery and Reform ‘Consultation Principles and Guidance’, and the National Disability Authority ‘Guidelines on implementing the obligation to meaningfully engage with disabled people in public decision making’, we will endeavour to accept submissions in alternate forms. If you wish to make such a submission, please email companylawconsultation@enterprise.gov.ie or call 01 631 2695 / 087 1834383.
Submissions from stakeholders and interested parties are requested no later than 5pm on 9 June 2023.
