Ireland's new Companies Act commences: permanent virtual AGMs and new strike-off grounds
Most of Ireland's Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 commenced on 3 December 2024. Companies can now hold general meetings fully or partly by electronic means, the CRO has more grounds for involuntary strike-off, and the Corporate Enforcement Authority has new powers. The softer audit-exemption rule awaited CRO system changes in 2025.
The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 was signed into law on 12 November 2024. The Minister for Enterprise, Trade and Employment, Peter Burke, announced on 3 December 2024 that 64 of its 90 provisions had commenced.
What commenced on 3 December 2024
- Meetings: companies and industrial and provident societies can hold general meetings using electronic communications technology, fully virtual or hybrid, on a permanent footing.
- Strike-off: three new grounds on which the Companies Registration Office (CRO) can involuntarily strike off a company: not answering a Registrar notice about its registered office, having no secretary recorded, and failing to file beneficial ownership information with the Register of Beneficial Ownership. Directors are not disqualified when a company is struck off on these grounds.
- Enforcement: a new offence of obstructing or impeding an officer of the Corporate Enforcement Authority (CEA), and wider information-sharing with and by the CEA.
- Changes to the small and micro company rescue process, and new powers for the Irish Auditing and Accounting Supervisory Authority.
What was deferred
The remaining 26 provisions needed changes to the CRO's IT systems and were scheduled for 2025. They include new prescribed forms and the removal of the automatic loss of audit exemption for a small company's first late filing.
What to do
- Check that constitutions allow virtual or hybrid meetings if the company wants to use them.
- Keep annual returns on time. The automatic loss of audit exemption still applied until the deferred provision commenced.