By Bébhinn Egan, 21st September 2026

This month, the CEA’s Annual Conference 2026 offered a clear view of where company law, governance, and corporate enforcement are heading in Ireland.

For founders, the message was clear: financial problems must be identified earlier, governance standards are rising, and claims relating to AI and sustainability are increasingly becoming board-level responsibilities.

Here are the key developments and what they mean for the business you’re building.

At a glance...

Founders should:

Act on financial warning signs before cash and creditor goodwill run out

Understand what SCARP can and cannot do for a company in distress

Keep CRO filings and company records up to date

Document important board decisions and the reasoning behind them

Review AI claims across websites, pitch decks and other materials

Ensure climate and sustainability claims are supported by evidence

Enforcement is now routine

Before 2001, Irish company law had a compliance problem that everyone quietly accepted: the rules existed, but almost nobody enforced them. Restriction and disqualification were rarely enforced. To the end of 1997, there had been 108 restrictions and a single disqualification on the records.

That mattered because of a pattern regulators call “phoenix activity”: a company fails, its debts stay behind, and substantially the same business reopens under a new name with the same people running it. Creditors, employees and honest competitors absorbed the cost.


1	disqualification, total, to end of 1997
120	disqualifications in the last five years alone
~500	directors censured to date

By Bébhinn Egan, 21st September 2026

The 2001 Act built the institution that changed this, first the ODCE, then in 2022 its successor, the independent Corporate Enforcement Authority, which now combines civil enforcement, criminal investigation, insolvency supervision and data analytics under one roof.

If your business gets into difficulty, the biggest risk is waiting too long to act

One of the most useful messages from the conference had little to do with new legislation. Rather, turnaround specialists were clear about what a successful business rescue requires:

Sufficient cash runway
Creditor goodwill
A realistic assessment of the company’s financial position
Someone focused on the restructuring process
Experienced professional advice from an early stage

The difficulty is that many directors wait until several of these options have disappeared before taking action. Do not wait for a bank, creditor or regulator to tell you that there is a problem. Early warning signs can include:

Late CRO filings
Unsatisfied judgments
Repeated payment failures
Increasingly stretched creditor terms
Revenue forecasts being missed repeatedly
Difficulty meeting payroll, tax or supplier commitments
Concerns raised by your accountant or financial adviser

Ireland’s rescue tools are strong, but founders need to understand the gap

If your company does experience difficulty, Ireland now has a relatively fast restructuring process for small businesses.

The Small Company Administrative Rescue Process, commonly known as SCARP, allows eligible small and micro companies to restructure without requiring a court petition at the beginning of the process.

Directors may resolve to appoint a process adviser based on the adviser’s report and a sworn statement of affairs. The process then operates within a strict 49-day statutory timetable, with no power to extend it.

Since July 2024, a company may qualify if it meets two of the following three thresholds:

Turnover of no more than €15 million
A balance sheet total of no more than €7.5 million
No more than 50 employees

The important warning for founders: SCARP does not provide an automatic moratorium on creditor action.

Protection must be sought separately, and until that protection is granted, a secured creditor may still be able to take action against the company.

Professional advice obtained early is generally more useful than emergency advice sought after several months of delay.

AI and climate claims are becoming board-level governance issues

Good governance is no longer confined to annual returns, board meetings and financial records.

Claims about technology and sustainability can now create regulatory, reputational and investor risks. This applies to companies of every size, not only large listed businesses.

Your AI claims must survive scrutiny

Regulators are beginning to treat overstated AI claims in a similar way to greenwashing.

Investment advisers in the United States have already been sanctioned for making misleading statements about how they use AI.

If your website, pitch deck or investor materials describe an AI capability, that claim should be:

Specific
Accurate
Demonstrable
Consistent across every channel
Supported by internal records

For example, there is an important difference between saying:

“Our support team uses AI to help draft responses.”

and:

“Our AI platform fully automates customer support.”

If every response still requires significant human review, the second claim may give customers or investors a misleading impression of the technology’s capabilities.

Climate statements need supporting evidence

Any public climate or sustainability claim should be supported by:

Reliable data
Clear internal ownership
A record of what was considered
Evidence that the board or leadership team reviewed the claim
Consistent wording across marketing, reporting and investor materials

If a business describes itself as “carbon neutral”, “sustainable” or “environmentally responsible”, it should be able to explain exactly what that language means and how the claim was substantiated.

Board minutes and internal records can provide an important paper trail if the statement is later questioned by a regulator, journalist, customer or investor.

Digital company records still need to meet legal requirements

New technology does not automatically override existing company law obligations.

If your company uses, or is considering using, blockchain or distributed-ledger technology for equity records, cap tables or share transfers, the legal requirements relating to the register of members still apply.

Under Irish law, the register must be:

Identifiable
Legible
Reproducible
Available for inspection in the required form

The final takeaway

The Corporate Enforcement Authority’s conference closed on a note worth remembering: festina lente, or “make haste slowly”.

Twenty-five years of incremental reform have transformed Irish company law enforcement from a system of largely paper-based sanctions into one with meaningful enforcement powers.

Governance failures, restructurings and enforcement problems often begin long before a regulator becomes involved. They begin when warning signs are ignored, difficult conversations are postponed, or important decisions are not documented.

Founders do not need a legal department to reduce these risks. They need reliable financial information, experienced advisers and the discipline to act early.

Have questions or need professional advice? Contact our expert Company Secretarial team for guidance.

Disclaimer: This article is for guidance purposes only. It does not constitute legal or professional advice. No liability is accepted by Company Bureau for any action taken or not taken in reliance on the information set out in this article. Professional or legal advice should be obtained before taking or refraining from any action as a result of this article. Any and all information is subject to change.