Companies (Corporate Enforcement Authority) Act 2021
Acts of the Oireachtas
Source: Acts of the Oireachtas

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paragraphs: (1) This Act may be cited as the Companies (Corporate Enforcement Authority) Act 2021.
(2) The Irish Collective Asset-management Vehicles Acts 2015 and 2020 and Part 6 may be cited together as the Irish Collective Asset-management Vehicles Acts 2015 to 2021.
(3) This Act shall come into operation on such day or days as the Minister for Enterprise, Trade and Employment may by order or orders appoint either generally or with reference to any particular purpose or provision and different days may be so appointed for different purposes and different provisions.
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paragraphs: In this Act, “Principal Act” means the Companies Act 2014 .
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paragraphs: Chapter 3 of Part 15 of the Principal Act is repealed.
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paragraphs: Section 2 of the Principal Act is amended, in subsection (1)—
(a) by the substitution of the following definition for the definition of “officer of the Director”:
“ ‘officer of the Authority’ means—
(a) a member of staff of the Authority,
(b) an officer of the Minister assigned to the Authority,
(c) a member of the Garda SÃ­ochÃ¡na seconded to the Authority, or
(d) a person employed by the Minister or the Authority, under a contract for service or otherwise, to assist the Authority in performing functions of the Authority under this Act or any other enactment;”,
and
(b) by the insertion of the following definition:
“ ‘Authority’ means the Corporate Enforcement Authority (but that title appears set out in full in any provision where it is desirable to avoid confusion or otherwise to provide clarity on the matter);”.
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paragraphs: Section 12 of the Principal Act is amended, in subsection (3), by the deletion of “946,”.
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paragraphs: Section 930A of the Principal Act is amended, in subsection (2), by the substitution of “section 944Z” for “section 957AA”.
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paragraphs: Section 930B of the Principal Act is amended, in subsection (2)(e)(i), by the substitution of “section 944Z” for “section 957AA” in both places that it occurs.
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paragraphs: Section 936A of the Principal Act is amended, in subsection (3)(b), by the substitution of “section 944AB, a relevant sanction (within the meaning of section 944Z)” for “section 957B, a relevant sanction (within the meaning of section 957AA)”.
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paragraphs: Section 936B of the Principal Act is amended—
(a) in subsection (1)(c), by the substitution of “section 944AB(2)(b)” for “section 957C(2)(b)”,
(b) in subsection (2), by the substitution of the following paragraphs for paragraphs (e) and (f):
“(e) in so far as all or part of the year has elapsed before the relevant date, all relevant sanctions (within the meaning of section 957AA as in force before the relevant date) imposed by the Director during the year in accordance with Chapter 3,
(f) on and after the relevant date, all relevant sanctions (within the meaning of section 944Z) imposed by the Authority during the year in accordance with Chapter 3B,
(g) in so far as all or part of the year has elapsed before the relevant date, all public notices of relevant sanctions (within the meaning of section 957AA as in force before the relevant date) imposed by the Director during the year in accordance with Chapter 3, and
(h) on and after the relevant date, all public notices of relevant sanctions (within the meaning of section 944Z) imposed by the Authority during the year in accordance with Chapter 3B.”,
and
(c) by the substitution of the following subsection for subsection (7):
“(7) In this section—
‘relevant date’ means the date of commencement of section 3 of the Companies (Corporate Enforcement Authority) Act 2021;
‘relevant person’, in relation to a recognised accountancy body, means—
(a) a member of the body, or
(b) an auditor or audit firm in relation to whom, by virtue of section 930C, the body may perform functions,
who is a statutory auditor or former statutory auditor.”.
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paragraphs: Part 15 of the Principal Act is amended by the insertion of the following Chapters immediately before Chapter 4:
“Chapter 3A
Corporate Enforcement Authority
Definitions (Chapter 3A)
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paragraphs: The Principal Act is amended by the insertion of the text set out in Schedule 2 as Schedule 22 to that Act.
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paragraphs: (1) Each provision of the Principal Act specified in column (2), opposite a reference number specified in column (1), is amended by the substitution of the words specified in column (4), opposite that reference number, for the words specified in column (3) opposite that reference number.
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paragraphs: Nothing in this Part or Schedule 1 or 2 affects the validity of any act done before the establishment day (within the meaning of section 944A of the Principal Act) by or under the authority of the Director of Corporate Enforcement and every such act shall, if and in so far as it was operative immediately before that day, have effect on and after that day as if it had been done by or on behalf of the Corporate Enforcement Authority.
num: 14
paragraphs: Section 71 of the Principal Act is amended—
(a) in subsection (5), by the insertion of “subsection (5A) and” after “Subject to”, and
(b) by the insertion of the following subsection after subsection (5):
“(5A) The share premium account may be applied by the company—
(a) in writing off—
(i) the preliminary expenses of the company, or
(ii) the expenses of, or the commission paid on, any issue of shares or debentures of the company,
or
(b) in providing for the premium payable on redemption of any redeemable preference shares issued by the company before 1 July 1991 or of any debentures of the company issued by a company before 1 June 2015.”.
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paragraphs: Section 82 of the Principal Act is amended, in subsection (6)(n), by the deletion of “to intermediaries,”.
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paragraphs: Section 91 of the Principal Act is amended—
(a) in subsection (1), by the deletion of “(with the result that its company capital is thereby re-organised)”,
(b) by the substitution of the following subsection for subsection (4):
“(4) A transaction to which subsection (1) applies shall not be undertaken unless—
(a) it is approved by the relevant company by employing the Summary Approval Procedure,
(b) it is approved by special resolution passed by the relevant company that is confirmed by the court under section 85 as if that resolution were providing for a reduction of the company’s company capital (and the provisions of sections 84 to 87 shall apply accordingly with the necessary modifications), or
(c) the relevant company has distributable reserves at least equivalent to the value (as stated in, or ascertainable from, the accounting records of the relevant company immediately before the transfer or disposal concerned) of the transferred or disposed assets and deducts an amount, equivalent to the value of the transferred or disposed assets, from those reserves.”,
and
(c) in subsection (5), by the insertion of “referred to in subsection (4)(a) or (b)” after “such a transaction”.
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paragraphs: Section 106 of the Principal Act is amended, in subsection (1), by the substitution of “section 102(1)(a) or (g)” for “section 102(1)(a)”.
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paragraphs: Section 109 of the Principal Act is amended, in subsection (2)—
(a) in paragraph (b), by the substitution of “behalf;” for “behalf.”, and
(b) by the insertion of the following paragraph after paragraph (b):
“(c) shares previously issued by a successor company, and held by a transferor company, which are acquired by a successor company pursuant to section 480 or 503.”.
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paragraphs: Section 123 of the Principal Act is amended, in subsection (1)—
(a) in paragraph (d), by the deletion of “and”,
(b) in paragraph (e), by the substitution of “up; and” for “up.”, and
(c) by the insertion of the following paragraph after paragraph (e):
“(f) the reduction of share capital—
(i) by paying off paid up share capital (effected in accordance with section 84 in the case of a company limited by shares), or
(ii) by extinguishing or reducing all or part of a member’s liability on shares not fully paid up (effected in accordance with section 84 in the case of a company limited by shares).”.
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paragraphs: Section 480 of the Principal Act is amended, in subsection (3), by the insertion of the following paragraph after paragraph (a):
“(aa) any fully paid shares previously issued by a successor company, and held by a transferor company, and which are acquired by that successor company in itself pursuant to a merger under this Chapter, shall be deemed to be treasury shares held by the successor company concerned to which section 109 applies;”.
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paragraphs: Section 503 of the Principal Act is amended, in subsection (4)—
(a) in paragraph (h), by the substitution of “company;” for “company; and”,
(b) in paragraph (i), by the substitution of “companies; and” for “companies.”, and
(c) by the insertion of the following paragraph after paragraph (i):
“(j) any fully paid shares previously issued by a successor company, and held by a transferor company, and which are acquired by a successor company in itself pursuant to a division under this Chapter, shall be deemed to be treasury shares held by the successor company concerned to which section 109 applies.”.
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paragraphs: Section 1043 of the Principal Act is amended, in subsection (1)(c), by the deletion of “to intermediaries,”.
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paragraphs: Section 1045 of the Principal Act is amended by—
(a) renumbering that section as section 1045(1), and
(b) the insertion of the following subsection after such subsection:
“(2) Save where the constitution of the company provides otherwise, the directors of the company may decline to register—
(a) the transfer of a share (not being a fully paid share) to a person of whom they do not approve,
(b) the transfer of a share on which the company has a lien, or
(c) the transfer of a share which, in their opinion, may—
(i) imperil or prejudicially affect the status of the company in the State,
(ii) imperil any tax relief or rebate to which the members of the company are entitled, or
(iii) involve the company in the payment of any additional stamp duty or other duty on any conveyance of any property made, or to be made, to the company.”.
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paragraphs: Section 1087A of the Principal Act is amended by the substitution of the following definition for the definition of “relevant securities”:
“ ‘relevant securities’ means securities that are—
(a) issued by a relevant issuer, and
(b) registered in the name of—
(i) a central securities depository, or
(ii) a body as may from time to time be nominated by a central securities depository to hold securities represented in that depository’s securities settlement system;”.
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paragraphs: Section 1230 of the Principal Act is amended, in the Table to that section—
(a) in Part 1, by the insertion of the following:
and
(b) in Part 2, by the insertion of the following:
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paragraphs: Section 131 of the Principal Act is amended, in subsection (2), by the insertion of “or secretary” after “director”.
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paragraphs: Section 151 of the Principal Act is amended—
(a) in subsection (1), by the substitution of “A company” for “Subject to subsection (5), a company”, and
(b) by the deletion of subsection (5).
num: 28
paragraphs: Section 184 of the Principal Act is amended by the substitution of “, vote and to demand or join in demanding a poll” for “and vote”.
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paragraphs: Section 930 of the Principal Act is amended, in subsection (2), by the deletion of paragraph (f).
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paragraphs: The Principal Act is amended by the insertion of the following section after section 1204:
“1204A. Section 181(5)(d) shall not apply to a CLG where the CLG’s constitution does not permit its members to appoint proxies.”.
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paragraphs: Section 198 of the Principal Act is amended, in subsection (4)(f), by the insertion of “or 586(2)” after “section 580”.
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paragraphs: Section 633 of the Principal Act is amended by the insertion of the following subsections after subsection (3):
“(3A) The Authority may, by notice in writing given to a person standing to be qualified for appointment, or who is so qualified, as liquidator, request the person to provide the Authority, within 28 days of the receipt by the person of the notice, with such evidence specified in the notice as the Authority may require, to prove to the Authority that the person complies with the requirements of the Table to this section.
(3B) Any person who, without just cause, fails to comply with a request under subsection (3A) shall be guilty of a category 4 offence.”.
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paragraphs: Section 681 of the Principal Act is amended, in subsection (3)(b), by the substitution of “other” for “greater”.
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paragraphs: Section 819 of the Principal Act is amended by the substitution of the following subsection for subsection (1):
“(1) On the application of a person referred to in section 820(1) and subject to subsection (2), the court shall declare that a person who was a director of—
(a) an insolvent company,
(b) an insolvent company who failed to convene a general meeting of shareholders for the purpose of nominating a named liquidator,
(c) an insolvent company at such a general meeting who fails to table a notice to nominate such liquidator, or
(d) an insolvent company who has failed to provide the required notice to employees of the company in the winding up of the company,
shall not, for a period of 5 years, be appointed or act in any way, directly or indirectly, as a director or secretary of a company, or be concerned in or take part in the formation or promotion of a company, unless the company meets the requirements set out in subsection (3).”.
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paragraphs: The Principal Act is amended by the insertion of the following section after section 888:
“888A. (1) On and after the commencement of section 35 of the Companies (Corporate Enforcement Authority) Act 2021 and notwithstanding section 262 (9) of the Social Welfare Consolidation Act 2005 , a director shall include his or her personal public service number (or, in any case where the director does not have a personal public service number, such other information concerning the identity of the director as stands determined by the Registrar for the purposes of this section) in—
(a) an application made under this Act by him or her to incorporate a company,
(b) an annual return made under this Act by a company of which he or she is a director, and
(c) a notice of change of directors or secretaries made under this Act by a company of which he or she is a director.
(2) Any person who, without just cause, fails to comply with subsection (1) shall be guilty of a category 4 offence.
(3) In this section, ‘personal public service number’, in relation to a director, means the number that has been issued to the director in accordance with section 262 (2) of the Social Welfare Consolidation Act 2005 .”.
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paragraphs: The Irish Collective Asset-management Vehicles Act 2015 is amended by the substitution of the following section for section 192:
“192. (1) Sections 944P, 944Q and 944W of the Companies Act 2014 have effect as if references in those sections to that Act included this Act.
(2) Without prejudice to the generality of subsection (1), and in addition to the functions under section 944D of the Companies Act 2014 , the Corporate Enforcement Authority may perform the functions conferred on the Corporate Enforcement Authority by this Act and do such acts or things as are necessary or expedient in the performance of those functions.”.