The Corporate Enforcement Authority (“CEA”) recently published its Annual Report for 2025
The report provides an excellent insight into the CEA’s activities during 2025, its graduated approach to company law enforcement and the circumstances in which it may take civil or criminal enforcement action.
We have highlighted some of the main points from the report below.
Case Studies
The annual report contains 26 case studies with the purpose of demonstrating how the CEA uses a range of measures, from encouraging companies and directors to rectify relatively minor non-compliance to exercising statutory powers and taking civil or criminal enforcement action in more serious cases.
Securing Compliance Through Administrative Measures
The case studies include examples where the CEA’s intervention resulted in:
- a company adding the required Company Disclosure information under Sec 151 of the Companies Act 2014 to its website;
- an incorrect registered office address being corrected on the public register;
- a management company arranging for its financial statements to be audited and filed with the Companies Registration Office after members had served valid notices requiring an audit;
- companies convening Annual General Meetings and providing members with access to information to which they were legally entitled; and
- breaches of the Sec 239 governing directors’ loans and the rectification of the loans that were in breach.
Civil Enforcement
The report also provides examples of the CEA using statutory powers and civil enforcement measures to secure compliance.
These included taking action against liquidators who failed to submit required reports and seeking the restriction or disqualification of directors whose conduct did not meet the standards required by company law.
Individual Accountability
The CEA’s enforcement activity continued to focus primarily on holding individuals responsible for breaches of company law.
One of the cases highlighted involved Mr Marc Godart, who accepted a five-year disqualification undertaking following the CEA’s assessment of his fitness to act as a company director.
The report also contains case studies concerning the conduct of directors of insolvent companies, including companies within the Wirecard Group, and the circumstances in which the CEA directed liquidators to seek the restriction or disqualification of directors. Some of the common activities that lead to the restriction or disqualification of directors in these case studies include:-
- “a directors loan account that exceeded 10% of the company’s net relevant assets in breach of section 239 of the 2014 Act and the company did not remit any monies for income tax purposes on the director’s loan.”
- “The directors allowed the company to continue to trade when they knew, or ought to have known, that the company was insolvent. They failed to monitor the company’s financial performance on a regular basis and there was no evidence of the preparation of monthly management accounts.”
- “the directors had failed to act honestly and responsibly, concluding that the company would not have provided such credit or funding to any party had they not been connected to the director, and that the position of creditors, particularly that of Revenue, had been prejudiced as a result of such action.”
- “the failure to file statutory returns since 2019, outstanding VAT returns, the absence of management accounts, and the failure to maintain adequate books and records. It was also noted from the liquidators’ report that the director had not sought professional advice or taken timely steps to place the company into liquidation when it became insolvent.”
- “The Revenue Commissioners were owed significant sums of money and there was also an unfairly preferential payment made to the landlord at the expense of the other company creditors.”
- “The company did not maintain proper books and records, and those that were received by the liquidator were described as being of poor quality.”
- “The director failed to wind up the company in a timely manner when he knew, or ought to have known, that the company was insolvent. The liquidator’s review of the company’s transactions highlighted certain transactions that preferred certain creditors over others. These payments related to the directors remuneration and certain other expenses, some of which were made following the cessation of the company’s trading.”
Insolvency Supervision
- The CEA received 1,214 liquidators’ reports during 2025.
- This represented an increase of approximately 23% compared with the 984 reports received in 2024.
- The reports comprised of 745 first reports and 469 further reports.
- The CEA issued 1,223 decisions following its review of liquidators’ reports during 2025.
- A total of 98 restrictions were obtained arising from the CEA’s review of liquidators’ reports.
- These related to 97 individual directors, as one director was restricted in respect of two companies.
- 82 restrictions, or 84%, were imposed by undertaking.
- 16 restrictions, or 16%, were imposed by the High Court.
- 18 directors were disqualified following the CEA’s review of liquidators’ reports.
- 12 directors, or 67%, were disqualified by undertaking.
- Six directors, or 33%, were disqualified by the Court.
- A further director was disqualified on fitness grounds.
- Of the 91 directors offered restriction undertakings, 90% accepted the undertaking.
- Of the 14 directors offered disqualification undertakings, 86% accepted the undertaking.
- The CEA’s enforcement programme concerning directors of insolvent companies that had been involuntarily struck off remained affected by the CRO’s suspension of its strike-off programme.
- Although the CRO recommenced the process during 2025, the CEA expects the associated enforcement impact to become more apparent during 2026.
Complaints and Reports
The CEA opened 335 files during 2025, comprising:
- 263 complaints and expressions of concern received from members of the public;
- 20 referrals from other statutory agencies; and
- 52 matters identified for investigation through the CEA’s own analysis and thematic reviews.
The issues raised included:
- directors’ duties and responsibilities;
- registered office address issues;
- alleged falsification of documents and CRO filings;
- allegations of fraudulent or reckless trading;
- debt and shareholder disputes;
- AGM and EGM-related issues;
- liquidation and receivership issues; and
- access to company accounts, minutes and registers.
The CEA also identified 32 instances where persons who had been restricted, disqualified or declared bankrupt had failed to take the necessary steps regarding their continued appointment as company directors.
Protected Disclosures
- The CEA received 26 reports alleging breaches of company law by way of protected disclosure.
- 21 reports, or 81%, were assessed as requiring no further action.
- Five reports, or 19%, were assessed as requiring further action or remained ongoing.
Auditors’ Indictable Offence Reports
- The CEA received 147 indictable offence reports from statutory auditors during 2025.
- Six statutory demands for further information were issued to auditors.
- As a result of its work during the year, the CEA ensured that directors’ loans breaching the relevant statutory provisions, with a total value of €6,210,842, were rectified.
- This represented a substantial increase from the €1,405,934 in directors’ loans rectified during 2024.
SCARP and Examinership Reports
- 23 companies availed of the Small Company Administrative Rescue Process (“SCARP”) during 2025.
- 19 of the 23 processes resulted in a rescue plan being implemented.
- Companies for which a rescue plan was devised employed 362 people.
- The principal sources of rescue funding were additional equity investment and loan finance.
- The CEA received and considered 19 examiners’ reports during 2025.
Investigation Activity
During 2025, the CEA:
- obtained and executed 41 Court-authorised production orders;
- took 36 witness statements and conducted a further 179 witness engagements;
- conducted three voluntary interviews under caution;
- obtained seven warrants authorising searches; and
- made two arrests.
The CEA also seized laptops, mobile devices and digital storage devices and created forensic copies of data obtained during its investigations.
The criminal matters investigated included suspected:
- provision of false information to the Registrar of Companies;
- impersonation of statutory auditors;
- failure to maintain adequate books and records;
- acting as a director while bankrupt, restricted or disqualified;
- fraudulent trading; and
- theft, fraud and money laundering offences associated with company law investigations.
Criminal Enforcement
Criminal enforcement activity during 2025 included:
- the submission of two investigation files to the Director of Public Prosecutions;
- directions being received to charge two individuals with company law offences following one of those submissions;
- the arrest and charging of those individuals in December 2025;
- Mr Thomas Colton receiving a nine-month suspended sentence and a further ten-year disqualification after being convicted of acting as a director while disqualified;
- Mr Patrick O’Connor receiving a 12-month suspended sentence and an automatic five-year disqualification following a guilty plea;
- two men appearing before the Criminal Courts of Justice in connection with alleged company law, theft and fraud offences; and
- the CEA participating in coordinated searches with the Garda National Economic Crime Bureau.
NB: The content of this article is provided for information purposes only and does not constitute legal or other advice.
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