The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2024 Published: Automatic loss of audit exemption for small companies to be ended

New Companies Bill 2024 to end automatic audit exemption loss

By Andrew Lambe, 22nd March 2024

The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2024 was published by the Government on the 15th of March 2024 and is set to be discussed and ratified in the Dáil over the coming weeks. The bill includes proposals for making permanent provisions giving companies and industrial and provident societies the option to hold fully virtual general meetings. It also proposes amending the audit exemption regime for small and micro companies to remove automatic loss of exemption when an annual return is filed late unless it is for a second or subsequent time within a period of 5 consecutive years.

It will also facilitate improved operational efficiencies and enhance the powers of the Companies Registration Office (CRO), the Irish Auditing and Accounting Supervisory Authority (IAASA) and the Corporate Enforcement Authority (CEA). It addresses recommendations of the Company Law Review Group (CLRG) in respect of enhanced transparency and accountability in receiverships, corporate governance, and administration around mergers in certain circumstances and certain technical and procedural matters relating to public limited companies. It also includes various technical and procedural amendments to improve the operation of the ‘Small Companies Administrative Rescue Process’ (SCARP).

The bill grants the CEA new investigative powers related to gathering information and evidence, which encompass additional surveillance capabilities. The first proposal relating to the CEA will criminalise any act of obstructing or impeding a CEA officer, while the second proposal entails making it a criminal offence, punishable by up to 10 years imprisonment upon conviction on indictment, for anyone who threatens, intimidates, or menaces a CEA officer or their family members.

The Chief Executive Officer, of the CEA, Ian Drennan commented “These measures will, if enacted as proposed, further enhance the CEA’s capacity to investigate suspected breaches of company law. The proposals also seek to streamline the court process for dealing with the availability to investigators of evidential material over which claims of legal professional privilege are being asserted.”

If you have any additional questions regarding exemption loss or any changes within the new Companies Bill 2024 in general, please do not hesitate to contact the Company Bureau team! Give us a call at +353(0)1 6461625 or fill out our online contact form.

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.