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Companies (Corporate Enforcement Authority) Bill

PRACTICE AREA GROUP: Corporate
DATE: 13.12.2018

The General Scheme of the Companies (Corporate Enforcement Authority) Bill 2018 has been published. Certain of the proposed provisions are expressed to be subject to further consultation and the General Scheme will need to progress through the usual legislative process. Accordingly, it may be some time before we see it in final form but in the meantime the draft provisions are worthy of note.

It establishes the Office of the Director of Corporate Enforcement as an agency, rather than its current form as an office within the Department of Business, Enterprise and Innovation (the “Department”). The new stand-alone agency will be named the Corporate Enforcement Authority and will be more flexible, independent and autonomous than its predecessor. The proposed legislation will set out the functions and powers of the Corporate Enforcement Authority and various governance provisions in relation to it.  This agency is expected to strengthen Ireland’s regulatory framework for the conduct of business and white collar crime.

In addition to some practical amendments the General Scheme also endeavours to address by way of technical amendments, some of the anomalies contained in the Companies Act 2014 and to give effect to a number of recommendations of the Company Law Review Group in its 2017 report and other submissions made by the Law Society of Ireland. Helpfully a number of anomalies are proposed to be addressed including restoring the use of the share premium account for various purposes, for example, the writing off of preliminary expenses or the expenses of, or commission on, any issue of shares or debentures. It also provides clarity around what transactions can proceed in the context of three-party share for undertaking and share for share transactions and it also dis-applies the requirement for private unlimited companies and public unlimited companies to have reserves to redeem their own shares. It is hoped that some additional anomalies, particularly those others highlighted by the Company Law Review Group will be addressed in subsequent drafts as the legislation progresses. We will keep you updated on progress.

The General Scheme of the Companies (Corporate Enforcement Authority) Bill 2018 can be found here.

For further information please contact Ursula McMahon or your usual Matheson Corporate contact.

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