Companies (Corporate Enforcement Authority) Bill 2021 set to amend the Companies Act 2014

Introduction

The Government has recently approved the publication of the Companies (Corporate Enforcement Authority) Bill, 2021 (the "Bill").

The Bill will make provision for various amendments to the Companies Act 2014 to include amendments relating to the share capital of companies and the corporate governance of companies, as well as other consequential amendments.
 

However, the main amendment to the Companies Act 2014 is to establish a body known as the Corporate Enforcement Authority (the "Authority"). This is an independent statutory body, which will replace and perform the functions previously undertaken by the Director of Corporate Enforcement ("ODCE"), namely to encourage compliance with company law and to investigate suspected breaches of the Companies Acts.

 
The Corporate Enforcement Authority
 
It is anticipated that the Authority will be better able to investigate and respond to larger, more complex breaches of company law than the ODCE, as it will be provided with more autonomy and additional resources.
 
The Authority will have the same functions and powers that the ODCE has with some modifications to reflect the new commission structure. These new functions include encouraging compliance with the Companies Act 2014, investigations of suspected offences and non-compliance under that 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.
 
Furthermore, with regards to staffing, the Authority will consist of three full-time commissioners and the total staffing level will increase by almost 50% over the existing levels. The Authority will have the autonomy to determine for itself the skills and staff it requires in order to conduct its work. This structure and flexibility is intended to allow the authority to adapt and evolve as is required.
 
Conclusion
 
The Bill is a welcome development in the area of tackling white-collar crime. As was noted during the Dáil debates, it is important that as the ODCE transforms into the Authority, it is not only given additional funding and resources, but also additional powers to help keep up with technological advancements.
 
The Minister of State for the Department of Enterprise, Trade and Employment has indicated that the Bill will be passed through the Oireachtas before the end of the year, such that the Authority will be operational in January 2022.
 
The Bill is currently before Dáil Éireann at the Third Stage. Click here to read the Bill in full.

Written by Conor Folan and Dearbhla Walsh