The following Irish legislative developments will be of interest to corporate entities.
Corporate Enforcement Authority Bill passed by Dáil and Seanad
The Companies (Corporate Enforcement Authority) Bill 2021 was passed by both Houses of the Oireachtas last week without amendment. This means that the text as initiated will be the text of the ensuing Act also.
The Bill will now be sent to the President for his signature and enactment into law. The Department of Enterprise, Trade and Employment (the DETE) previously indicated its intention to have the new Authority operational by 1 January 2022. It seems likely, therefore, that the President will be reviewing and signing this Bill during the Christmas holidays.
The DETE has confirmed that: "following signature by the President it is the intention to work on all commencement matters relating to the Bill from January 2022."
Interim period of the Covid-19 Act extended to 30 April 2022
The interim period of the Companies (Miscellaneous Provisions) (Covid-19) Act 2020 has been extended to 30 April 2022. This will be welcome news for companies planning for AGM Season 2022 and other business matters, such as execution of documents under seal.
The orders providing for this extension in relation to the Companies Act 2014 (the 2014 Act) and the Industrial and Provident Societies Act 1893 are the:
In respect of the 2014 Act, the extension allows for the following to continue:
- Documents executed under seal may be executed in counterpart
- General meetings may be conducted wholly or partly by electronic means
- The period of protection from creditors is extended up to 150 days
- The winding up debt threshold is increased to €50,000 for both individual and aggregate
- Creditors' meetings may be conducted wholly or partly by electronic means
Electronic filings to the CRO
The Minister of State at the DETE signed three new statutory instruments on 8 December 2021. The SIs concern the identification of additional company law forms and documents which must be submitted to the Companies Registration Office (the CRO) in electronic format. Some of the changes relate to the Companies (Rescue Process for Small and Micro Companies) Act 2021 and apply from 8 December. The other changes come into operation on 1 March 2022.
The Companies Act 2014 (Section 897) Order 2021 (SI No 676/2021) provides that the "sole means" to deliver certain prescribed documents to the CRO is in accordance with sections 12(2)(b) and 13(2)(a) of the Electronic Commerce Act 2000 and subject to any requirements set by the Registrar.
In practice, this means that the forms and documents specified in SI No 676 may only be delivered to the CRO in electronic format via the Companies Online Registration Environment (CORE). This does not, however, mean that the CRO's position on electronic signatures has changed. Where a document is required to be signed before being submitted to the CRO electronically, it must be done in one of two ways: (a) signed in wet ink and uploaded to CORE, or (b) signed electronically using a Revenue Digital Signing Certificate.
SI No 676 provides that CRO filings relating to the small companies administrative rescue process (SCARP) must be made electronically. The other forms and documents mentioned in this SI will be required to be filed electronically from 1 March 2022. These include a notice of the appointment of a receiver (Form E8), a request for voluntary strike off (Form H15), specified documents related to liquidation, certain forms required under the Rules of the Superior Courts, and resolutions passed at general meeting which are required to be filed with the CRO.
The Companies Act 2014 (Fees) (No. 2) Regulations 2021 (SI No 674/2021) set out a new table of fees for CRO filings. They revoke the Companies Act 2014 (Fees) Regulations 2021 (SI No 395/2021). The fees related to SCARP filings apply from 8 December 2021, but further fee changes will come into effect on 1 March 2022, in line with SI No 676.
Finally, the Companies Act 2014 (Prescribed Form and Notice) Regulations 2021 (SI No 675/2021) prescribe the form, notices and instruments of proxy to be used for the purposes of SCARP. These also apply from 8 December 2021.
