Company Seal
Companies will be allowed to execute documents under seal in different counterparts. This provision was previously enacted to facilitate the execution of documents under seal during the Covid-19 pandemic. The Scheme now proposes to address on a permanent basis those situations where the seal and signatories are in different locations and it would be difficult for the seal and the signatures to be placed on the document at the same time.
General Meeting held Virtually
The Scheme proposes to make permanent provision for General Meetings to be held virtually. In addition to general meetings taking place by way of a fully physical meeting with all attendees present at a certain location, companies will now have the option to conduct General Meetings wholly virtually or by a hybrid meeting with participants both virtually and in person. "General Meeting" extends to AGMs, EGMs, and general meeting of a class of shareholders. Anyone participating online will be part of the quorum for that meeting. This section of the Scheme largely reproduces the temporary provisions that were put in place on an interim basis during the Covid-19 pandemic
Proxies
Weekends and public holidays will be excluded from the time counted towards the minimum 48-hour notice required in the appointment of proxies.
Small Company Audit Exemption
Small companies currently lose their audit exemption on the first occasion that they fail to deliver an annual return on time. The proposed amendment means the company will only lose the audit exemption where it fails to deliver an annual return on time for a second or subsequent time, within a period of five consecutive years, thus allowing it a further opportunity to retain the exemption
Domestic Mergers
Domestic Mergers currently allow two private Irish companies to merge so that the assets and liabilities of one are transferred to the other by operation of law, currently one of these companies must be an ltd. The proposed amendment allows one of the companies to be a DAC or an ltd. For mergers by absorption, the amendment proposes to make it clear one or more companies can be merged by absorption in one transaction rather than in several transactions
Involuntary Strike Off
Three new additional grounds are proposed for involuntary strike off:
(a) failure to notify the Registrar of a change of registered office;
(b) failure to record a company secretary with the CRO; and
(c) failure to notify the Registrar of Beneficial Ownership of information in relation to the beneficial ownership of a company.
In addition, the Registrar of Beneficial Ownership may give notice to the Registrar of Companies where a company has failed to deliver relevant information under the RBO Regulations.
Summary Approval Procedure
Where a company is using the summary approval procedure under the 2014 Act, a copy of any various declarations be delivered to the Registrar in a "prescribed form" rather than in bespoke forms.
Enhanced Information Sharing Powers
It is proposed to expand the list of competent authorities to which the Corporate Enforcement Authority (CEA) may disclose information, books or documents obtained in the course of an investigation to include the Charities Regulator, the Insolvency Service of Ireland, the Data Protection Commission and the Competition and Consumer Protection Commission.
Privileged Information
- In an investigation into a company's affairs, under existing legislation, the application to the court by the CEA for a determination on privilege is made on notice and the Scheme now proposes for this to be amended so that the application can be made on an 'ex parte' basis, without notice to the individual or company the subject of the material.
- Under the Scheme the period within which the CEA must apply to the court for a determination on privilege, after taking possession of material, would be extended from 7 days to 14 days. This proposal is recognition of the fact that commercial cases may involve extensive documentation and an initial examination from a relevance perspective may take time.
New Criminal Offences of Obstruction and Intimidation
Two new criminal offences are proposed under the Scheme, namely obstructing a CEA officer or staff member and intimidating a CEA officer or staff member or their family. These offences carry large monetary penalties and terms of imprisonment.
Other amendments in areas such as corporate insolvency and the regulation of receivers are also proposed. The Scheme will now progress to drafting stages for a bill.