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Recent changes in Company Law

  • Ireland
  • Corporate
  • Corporate secretarial services
  • Fraud and financial crime
  • Regulatory investigations and enforcement

05-04-2022

Mandatory E-Filing of Certain CRO Documents

The Companies Registration Office (CRO) continues to move towards a fully electronic filing system.

In accordance with the Companies Act 2014 (Section 897) Order 2021 and certain sections of the Electronic Commerce Act 2000, as of 1 March 2022, electronic filing of certain statutory forms became mandatory.

These forms include notice of the passing of ordinary and special resolutions, notice of satisfaction of a charge, forms in relation to the liquidation of a company as well as enforcement forms such as the restoration of a company to the register and the striking off of a company from the register.

Change in CRO Fees

The Companies Act 2014 (Fees) (No. 2) Regulations 2021 came into effect on 1 March 2022 which introduced a new table of fees for CRO documents.

The changes introduced include an increase in the late filing fee for the annual return and therefore an initial penalty of €120 (up from €100) will be imposed for a late annual return with €3 per day accruing up to a maximum of €1,220.

The Companies (Corporate Enforcement Authority) Act 2021

The Companies (Corporate Enforcement Authority) Act 2021 (the “2021 Act”) has been signed into law, although has not yet come into force.

The primary purpose of the legislation is to re-designate the Office of the Director of Corporate Enforcement (ODCE) as a stand-alone agency, granting it enhanced powers to enforce company law in Ireland and giving it more independence and control over its resources. The impending establishment of the Corporate Enforcement Agency (CEA) will certainly come as a welcome development and highlights the Irish Government’s increasing focus on tackling white-collar crime.

In addition to the establishment of the CEA, the 2021 Act also introduces certain amendments to the Companies Act 2014 (the “2014 Act”) as recommended by the Company Law Reform Group (CLRG) to remedy certain anomalies in the 2014 Act. In some instances, the amendments are merely the re-insertion of certain text that was unintentionally not carried over from the previous Companies Acts. Some of the amendments include;

• Clarification of the uses to which the share premium account may be applied;

• Where a company acquires its own shares under section 106 of the 2014 Act, they must be either cancelled or held as treasury shares;

• An unlimited company that acquires its own shares need not do so with the use of distributable reserves;

• A reduction in capital effected in accordance with the 2021 Act will not be considered a distribution under the 2014 Act and as such the rules on distributions do not need to be followed;

• A company secretary who is an individual must be at least 18 years old;

• Directors will be required to provide their PPSN (or equivalent) to the CRO with certain documents so as to reduce the uncertainty around the identity of individuals acting as directors frequently encountered by the CRO and to consolidate duplicate profiles

Not all of the recommendations as put forth by the CLRG are reflected in the 2021 Act and further legislation is expected to be put in place to address other anomalies in the 2014 Act.

At Eversheds Sutherland, we have a highly skilled company secretarial team who can provide assistance and advice on this and on all aspects of company law and corporate governance and we will also continue to keep you abreast of changes and updates in company law that may affect your company.

For further information on any of the above or if your company or its officers require assistance with any of their statutory obligations, please contact a member of our team.

Liam Boyle, Head of Company Secretarial - LiamBoyle@eversheds-sutherland.ie

Gerard Ryan, Head of Corporate - GerardRyan@eversheds-sutherland.ie

Eoin Mac Aodha, Partner, Dispute Resolution & Litigation - EoinMacAodha@eversheds-sutherland.ie