Ireland publishes plans for virtual AGMs and a softer audit-exemption rule
On 15 March 2024 Ireland published the General Scheme of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2024. It proposed permanent fully virtual general meetings. It also proposed a graduated regime to replace the automatic loss of audit exemption after a first late filing with the CRO, plus new enforcement tools for the CEA, CRO and IAASA.
Ireland's Minister of State for company regulation, Dara Calleary, published the General Scheme of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2024 on 15 March 2024. The Government had approved priority drafting on 5 March. A General Scheme is an outline of a bill, not law.
What it proposed
- Companies and industrial and provident societies could hold fully virtual general meetings.
- A graduated regime would replace the automatic loss of the audit exemption that follows a first late filing with the Companies Registration Office (CRO). The Government said this would save small and micro companies time and money.
- The Corporate Enforcement Authority (CEA), the CRO and the Irish Auditing and Accounting Supervisory Authority would get new powers to investigate and prosecute breaches of company law.
- Further changes across company law administration and corporate insolvency.
Who is affected
Irish companies, especially small and micro companies that rely on the audit exemption, and boards planning how to hold general meetings.
What to do
Nothing changed on publication. Keep filing annual returns on time: the existing rule on losing the audit exemption still applied.
Later developments
The Bill was published on 24 July 2024 and signed into law on 12 November 2024 as the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (No. 44 of 2024). Most of its provisions commenced on 3 December 2024 and the rest in stages after that. Covered separately.