Key Contact: Patrick Butler – Company Secretary

1. Mandatory Online Filing – Companies Registration Office (“CRO”)

As part of the CRO’s continued digital transformation, certain CRO filings (listed below) will now only be accepted through the online CORE portal (and third-party company secretarial software) since 1 March 2022. Forms that are sent by post after this date will be returned for online submission.

The following forms have become mandatory online filings only:

• G1 (Special Resolutions); G2 (Ordinary Resolutions);
• E2, E2A, E2B, E2C, E3, E4, E5, E6, E7, E8, E9, E11 (forms relating to liquidators / receivers);
• C6 (satisfaction of a charge / mortgage); C7 (partial satisfaction of a charge / mortgage);
• H1 (Restoration of a company); and H15 (Application for voluntary strike-off).

It is recommended that companies and service providers make themselves familiar with CORE to avoid unnecessary delays and consider to what extent this change may impact their filing deadlines. For example, some of the above-listed forms may only be able to be generated post-completion of a transaction (once the effective date of completion of the transaction is known).

Specifically, companies should pay attention to the effect that this will have on their Summary Approval Procedure (“SAP”) filings which must be delivered to the CRO within the strict deadline of 21 days.

It will no longer be possible to pre-date electronic filings, as was the case with paper G1 forms previously, and companies should therefore factor this into their transaction step plans.

2. Companies (Corporate Enforcement Authority) Act 2021 

The Companies (Corporate Enforcement Authority) Act 2021 (the “Act”) was signed into law on 22 December 2021. The central purpose of the Act is to establish the Corporate Enforcement Authority (“CEA”), replacing the former Office of the Director of Corporate Enforcement.

The Act provides for the CEA to be a statutory and independent agency with additional powers to investigate and prosecute white-collar crime. This legislative reform highlights Ireland’s increased efforts to combat economic crime and corruption.

While the central purpose of the Act is to establish the CEA, the Act also introduces a number of other important changes to the Companies Act 2014 (the “2014 Act”). While the majority of these changes are technical in nature, intended to clarify certain parts and correct anomalies in the 2014 Act, companies should take note of some of the following changes made under the Act:

• Where a company secretary is a natural person, they must be at least 18 years old.
• A director will now be required to provide the CRO with the director’s PPSN number (or equivalent) when presenting certain documents.
• Where a company acquires its own shares through a merger or division, those shares can be treated as treasury shares and may be cancelled or re-issued.
• Where the capital of a company is reduced in accordance with the Act, this will not be a distribution under the Act and does not require the rules on distributions to be followed.

The full act is available to read here.

3. Small Companies Administrative Rescue Process (SCARP) – Companies (Rescue Process for Small and Micro Companies) Act 2021 

The Companies (Rescue Process for Small and Micro Companies) Act 2021 came into effect on 7 December 2021 and inserts a new Part 10A into the Companies Act 2014 to provide for a rescue process for small and micro companies (“SCARP”).

Under the new framework, small and micro companies that are unable or likely to be unable to pay their debts will now be able to avail of SCARP, an alternative to examinership. SCARP is designed to be a more accessible and cost-efficient process than examinership and can be initiated by board resolution. It can also be a significantly shorter process than examinership and reach a conclusion within 70 days.

With many COVID-19 financial aids being gradually withdrawn, this is a welcome development for small and micro companies that will allow qualifying companies to remain in business while trading through periods of temporary financial difficulty.

4. Irish Corporate Governance (Gender Balance) Bill 2021 

The Irish Corporate Governance (Gender Balance) Bill 2021 (the “Bill”) has recently been debated in Dáil Éireann.  The Bill provides for the regulation of gender balance on the boards and governing councils of corporate bodies and for gender quotas to be introduced at boardroom level. It will require all companies to have 33% of each gender on their boards within a year of commencement of the legislation and 40% within three years.

While the gender quotas will be mandatory, they will be built on a comply-and-explain mechanism, permitting companies who do not meet the quota to explain why they could not meet same before any action is taken to compel compliance.

It is proposed that companies that comply with the gender quota requirements may apply for a certificate of compliance to showcase themselves as leaders on the issue of gender balance. The Bill highlights the successful efforts of many groups seeking to improve gender diversity in companies at boardroom level.

For further information in relation to the above article, please contact Patrick Butler.