In response to client queries, below is a brief comment on some of the responsibilities of the Corporate Enforcement Authority (CEA)

Encouraging compliance with company law

I think it is always challenging for any Authority that is required to encourage compliance but must then prosecute where compliance fails.  Just think of the Charities Regulatory Authority which is supposed to help Charities get set up and then prosecute the same Charities when they fail.  Whilst the CEA endeavours to fulfil its responsibility to encourage compliance by way of publishing leaflets it is still (and probably always will be) seen as primarily focused on enforcement.  Given its name that is probably no surprise!

Investigating suspected breaches of company law

Suspected breaches are usually brought to the attention of the CEA by a vast range of individuals and organisations such as Officers or Members of a company, Receivers, Liquidators, Auditors, Accountants, Companies Registration Office, An Garda Síochána, and Revenue Commissioners.  Do not underestimate the level of communication between State Bodies as falling foul of one will almost inevitably bring an errant individual or company to the attention of another.  Just look at the enhancement of powers granted to the CEA with the commencement of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024.

Taking appropriate enforcement action in response to non-compliance with company law

As with most Regulatory Authorities the CEA is likely to issue warnings so that steps can be taken to rectify an issue before escalating the issue further.  If that does not work the CEA can then take companies and individuals to Court. Since its establishment in 2022 the CEA has sought and obtained orders against individuals and companies in a variety of areas such as, accounting offences, acting as a Director whilst disqualified, theft, fraud and money-laundering.

Hopefully the above brief comments have left you enlightened rather than just afraid! As always, KomSec is here to help you comply in full with all your obligations.

The commencement of S.176A of the Companies Act 2014 – enabling companies to hold General Meetings (Member meetings) electronically – has been long anticipated.

Owing its origins to the health and travel restrictions imposed during Covid in 2020 when companies needed an alternative to holding physical general meetings.  The commencement of S.176A now puts the ability to convene and hold a general meeting electronically on a permanent footing.  It is hoped that enabling electronic participation will encourage members who might have previously been put off by the logistics of travel to attend electronically.

S.176A provides companies with the option of convening General Meetings by way of Electronic Communications Technology (ECT) either in whole or in part.  In brief ECT must:

• enable all participants to have a reasonable opportunity to participate as fully as if they were attending the meeting in person;
• be readily accessible and usable by all participants;
• ensure the meeting is clearly audible; and
• facilitate the casting of votes.

No doubt there will be learning curve, certainly, there is an onus on companies to ensure that the systems put in place to enable electronic general meetings are compliant and secure.  Bless the IT staff trying to get their heads around the logistics of running electronic meetings especially if a Poll is ever required – so glad that is not my problem!

Just as holding director meetings electronically has become a standard option so, in time, will electronic general meetings.  In the meantime, if you have any queries contact us anytime.