Companies (Corporate Enforcement Authority) Act 2021

Introduction
 
The Companies (Corporate Enforcement Authority) Act, 2021 (the "Act") was signed into law on 22 December 2021.

Although not yet commenced, it is expected to be commenced in early 2022. The purpose of the Act is to replace the existing Office of the Director of Corporate Enforcement ("ODCE") with a statutory and independent body known as the Corporate Enforcement Authority (the "Authority").  The Act also provides for various other amendments to the Companies Act 2014, including amendments to the share capital and the corporate governance of companies.
 
The Corporate Enforcement Authority
 
The Act will see the previous functions of the ODCE being transferred to the Authority with additional resources for investigating and prosecuting more complex breaches of company law. The Authority will consist of three full-time commissioners and will have the autonomy to determine for itself the skills and staff it requires in order to conduct its work. The Act also provides for the secondment of members of An Garda Síochána to the Authority. Each member of the Authority will be appointed on a full-time basis by the Minister for Enterprise, Trade and Employment on the recommendation of the Public Appointments Service, acting in accordance with the Public Service Management (Recruitment and Appointments) Act 2004.
 
The Act will see that the Authority, like its predecessor, continue to operate a graduated enforcement model in relation to breaches of company law, particularly in regard to the use of non-legal measures. This would involve the continued use of warnings and statutory directions prior to resorting to criminal investigation or prosecution. The Authority will also have some new functions including encouraging compliance with the Companies Act 2014, investigations of suspected offences and non-compliance under the Act, prosecution of summary offences, referring indictable offences to the Director of Public Prosecutions and the exercise of certain supervisory functions with respect to liquidators and receivers.
 
The Act also made some amendments to what were considered anomalies in the Companies Act 2014.
 
Conclusion
 
The Authority proposes to further strengthen Ireland's regulatory framework for the conduct of business. With the provision of additional funding and resources, which includes an increase in budget of approximately €1 million and staffing levels set to increase by 35%, the Authority will have additional autonomy and resources to investigate suspected wrongdoing and to deal with larger, more complex investigations.
 
Click here to read the Act in full.

Written by Nicole Harney, Sara O'Sullivan and Una O'Doherty