New Companies Act awaiting commencement

The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (the Act) was signed into law by the President on 12 November 2024. It must be commenced by the Minister for Enterprise, Trade and Employment (the Minister) by way of one or more commencement orders. At this time, we do not know what the Minister's intentions are regarding commencement. Certain provisions around hybrid and virtual general meetings must be commenced before 31 December 2024 in order to avoid a gap in the law, because this is when the interim period of the Companies (Miscellaneous Provisions) (Covid-19) Act 2020 (the 2020 Act) expires.

The following are among the key changes awaiting commencement:

1. Permanent legislation permitting hybrid and virtual general meetings - The popular, temporary measures introduced by the 2020 Act have, largely, been reproduced. 
2. Some protections for the audit exemption - The valuable audit exemption for small companies will no longer be lost following a first failure by a small company to file an annual return.  
3. Counterpart execution - The flexibility provided by the 2020 Act to execute documents under seal in different parts will be reinstated on a permanent basis. 
4. Mergers - In a long-called-for amendment, the Companies Act 2014 (the 2014 Act) will now permit a domestic merger to take place with a private limited company or a designated activity company (DAC). Under the current regime, a DAC must convert to a private limited company before merging. Once commenced, it will also be possible to merge two or more private or public limited companies in one transaction rather than being obliged to complete several transactions.
5. More grounds of involuntary strike off - The grounds for striking a company off the Register are being extended to include grounds of (i) failure to provide confirmation of registered office, (ii) failure to appoint a company secretary, and (iii) failure to comply with registration of beneficial ownership information requirements. 
6. Receivership and liquidation - There will be a number of changes to the powers and duties of receivers and liquidators, including changes to notification and filing procedures.
7. Additional powers for the Corporate Enforcement Authority (CEA) - The Act grants the CEA additional rights and powers around the receipt of information (such as access to court orders of restriction and disqualification of directors and information from auditors). The Act also permits the CEA to share information with and receive information from other competent authorities. Other proposed powers of surveillance and data collection are not included in the Act, but may be introduced in future legislation.

A new offence of obstructing or interfering with an officer of the CEA in the performance of their functions under the 2014 Act has also been introduced.

The Act was not amended during its passage through the legislative process, so our previous coverage is still relevant.  We will provide a further update when commencement is announced.