Amendments to the Companies Act 2014
PUBLISHED: 5th April 2024
The General Scheme of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2024 has been published.
It is a draft Bill that proposes to make several amendments to the Companies Act 2014 which include:
- Virtual General Meetings. A permanent provision which gives companies the option to hold general meetings either fully virtually or hybrid.
- Company Seal. The temporary measures introduced during the COVID pandemic will be enacted to permit instruments requiring the affixing of the seal to be executed in counterparts.
- Proxies. Section 183 of the Act will be amended in relation to the depositing of proxies 48 hours before the holding of a meeting to exclude weekends and public holidays for the purpose of computing the 48 hours before a meeting.
- SAPs. Declarations to be made under the Summary Approval Procedure must be delivered to the Registrar of Companies in the prescribed form.
- Administrative Restoration. A company applying to the Registrar of Companies for administrative restoration will be required to satisfy the Registrar that the company has a registered office, a company secretary and the Registrar must receive a letter of no objection from the Registrar of Beneficial Ownership where the company was struck off for failure to file beneficial ownership information.
- Involuntary Strike Off. The grounds for involuntary strike will be expanded to include:
- Failure to notify the Registrar of Beneficial Ownership of certain information in relation to the beneficial ownership of a company.
- Failure to notify the Registrar of Companies of a change the registered office address when an agent has notified a company that it is no longer providing the registered office address.
- When there is no company secretary registered with the CRO.
Notice of intention to strike off a company on any of the above grounds will be issued by the Registrar of Companies to the residential addresses of the directors and secretaries of a company or the email address on the Register of Companies.
The draft Bill also includes enhanced powers for the CRO, the Corporate Enforcement Authority, and the Irish Auditing and Accounting Supervisory Authority (IASSA).
Contact
If you require assistance or advice in relation to any of the above matters, please contact our experienced Company Secretarial and Corporate Governance team.
Colm Hanley at chanley@lkshields.ie
Michelle Howe at mhowe@lkshields.ie
Patricia Kelly at pkelly@lkshields.ie
Denise Twomey at dtwomey@lkshields.ie
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