The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (the “2024 Act”) was signed into law on 12 November 2024 and most of the 2024 Act was commenced on 3rd December 2024.
Sections Waiting Commencement
The main sections that have not yet been commenced (as of 3 December 2024) include:-
- Sec 22 changes to the audit exemption late filing
- Changes to Electronic Filing Agent approval and appointment
- Changes to Registered Office Agent approval
- Provisions allowing CRO to introduce prescribed forms for certain CRO filings such as SAP’s
- Information on the composition of board of directors by reference to gender
The 2024 Act introduces some important amendments to the Companies Act 2014 (the “Act”) including:-
Electronic Filing Agent & Registered Office Agent
An EFA and ROA must be approved by the Registrar to act. A ROA may notify both Registrar and the company that the agent will no longer provide a registered office address for that company.
Electronic and Hybrid meetings
The temporary provisions introduced in the Companies (Miscellaneous)(Covid-19) Act 2020 to facilitate the holding of electronic and hybrid member meetings are repealed and replaced by these provisions. These new provisions will apply “save to the extent that the company’s constitution provides otherwise”. Companies may have to amend their constitutions if they want to amend any of these provisions or to not allow for electronic meetings.
Execution under seal in counterpart
Reintroduction of the provisions to allow companies to execute documents under seal in separate counterpart pages.
Audit Exemption
A small or micro company may not avail of audit exemption if it files late more than once in a 5-year period.
Liquidator and Receiver Provisions
Additional powers and duties are required of liquidators and receivers including new disclosure requirements of receivers’ remuneration. A liquidator’s obligations shall apply until the conclusion of all restriction proceedings until the conclusion of any appeal.
Mergers
A DAC may now also form part of a merger not just LTD company and a group of subsidiary companies wholly owned by the same parent company may be facilitated in one transaction rather than in several transactions.
Register of Beneficial Owners
The Registrar of Register of Beneficial Owners may notify the Registrar of Companies of the failure of a company to make an RBO filing. The CRO may strike off the company involuntarily if these filings have not been made.
Involuntary Strike Off
Three additional grounds for involuntary strike off are introduced 1) failure to notify the Registrar of the situation of the registered office of a company, 2)no company secretary recorded on the Register of Companies, 3) failure to file with the RBO.
Company Restoration
Three additional requirements before a company is restored must be provided to the CRO 1) company has a registered office, 2) a company secretary, 3) a letter of no objection from the Registrar of RBO.
Corporate Enforcement Authority
Additional powers have been given to the CEA and clarity regarding information gathering, legal privilege and information sharing between statutory bodies, the introduction of a category 2 offence to obstruct or interfere with an officer of the CEA and the mandatory requirement that the CEA be notified of any court application seeking relief from a restriction or disqualification court order.
Information on Board Composition
A company may voluntarily provide information on its B1 Annual Return on the gender of its board of directors.
NB: The content of this article is provided for information purposes only and does not constitute legal or other advice.
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