Irish Company Law - A Guide to Key Recent Changes
Many of those have somewhat eased the burden of corporate compliance which there are other changes which have beefed up the powers of the Corporate Enforcement Authority to investigate companies and restrict Directors.
Ten years on from the commencement during 2015 of the Companies Act, 2014 which consolidated all of the previous Companies Acts in to one lengthy piece of legislation it is remarkable how much additional company las there has been much of it derived from EU requirements and legislation. I focus on some changes in key areas as follows:
Corporate Governance and Administration
There were many very useful changes introduced by the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act, 2024 (the “2024 Act””). Notable among these are:-
- The ability to have remote annual general and extraordinary general meetings of shareholders, this change was introduced on a temporary basis during the Covid-19 lockdown but has now been put on a permanent statutory footing. It should be noted that there are mandatory provisions to be included in the notice of such meetings.
- By virtue of a provision commenced in July 2025, the automatic loss of audit exemption if a company that would otherwise be exempt is late in filing an annual return will now only apply if the company is late more than once in a five year period. The thresholds which allow companies to avail of the audit exemption were themselves increased by 25% by the European Union (Adjustment of Size Criteria for Certain Companies and Groups) Regulations, 2024.
- Companies can now undertake multiple statutory mergers by absorption in one merger transaction (previously multiple transactions were required).
- Companies can on a voluntary basis include details of the gender balance in their Board of Directors in their annual return. This is a provision that could become mandatory in the future.
Certain provisions of the 2024 Act are still to be commenced in particular a new mandatory statutory form of Directors’ declaration to implement a summary approval process (“SAP”) approval. This is expected to be commenced shortly and SAP Declarations going forward will be filed online through the “CORE” system.
On 30 May 2025 the European Union (Gender Balance on Boards of Certain Companies) Regulations 2025 were commenced which requires certain companies who have a stock exchange listing to set clear, binding targets for gender representation on their Boards.
An earlier administrative change effective from 11 June 2023 but which causes some headaches in practice is the requirement that Directors of all Irish companies must have an Irish tax number. Non-resident directors who don’t already have a PPS number of a RBO number can apply for a verified identity number which requires a Form VIF1 to be completed and signed before a Notary. Those numbers are required before a new company can be incorporated. This requirement was first outlined in the Companies (Corporate Enforcement Authority) Act, 2021.
Corporate Enforcement
Two sea changes in this area were the Companies (Corporate Enforcement Authority) Act, 2021 which replaced the old Office of the Director of Corporate Enforcement with the Corporate Enforcement Authority and the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act, 2024. In particular in the 2024 Act the CEA is given new powers to gather information, can receive information from a greater number of other statutory bodies and new offences were introduced of obstructing or intimidating a CEA officer or staff member. The 2024 Act also added additional situations where a company can be struck off being failure to file information on the beneficial owner of a company, failure to notify a change in registered address and failure to record a company secretary.
Corporate Sustainability Reporting and ESG
The Corporate Sustainability Reporting Directive (CSRD) imposes significant sustainability reporting obligations on those companies within its scope. It was first implemented in Irish law in 2024 and the implementing regulations made a number of amendments to the Companies Act, 2014. Further amending regulations were required as a number of companies had inadvertently been brought in scope earlier than was actually required by the CSRD. The latest regulations were issued in July 2025 and these regulations also reflect further developments at EU level with the EU’s ESG Simplification Omnibus package and “stop the clock” Directive designed to reduce the regulatory impact of the CSRD so that 80% of companies that would otherwise have been within the CSRD’s scope will not be in scope. The reporting obligation has been deferred by two years for many others.
Insolvency and Collective Redundancies
The Small Company Administrative Rescue Process (SCARP) was introduced by the 0ompanies (Rescue Process for Small and Micro Companies) Act, 2021 and the SCARP process has proved effective in rescuing smaller companies that did not have the scale to avail of the more expensive Examinership process. The Employment (Collective Redundancies and Miscellaneous Provisions) and Companies (Amendment) Act, 2024 gives employees increased protections in an insolvency situation but has also introduced changes to insolvency law around the tests for fraudulent and reckless trading and extending the periods during which a liquidator can potentially set aside transactions. This legislation also established a statutory Employment Law Review Group.
Further Expected Changes
There is plenty of new legislation in the system also with legislation to replace the Limited Partnerships Act, 1907 and the Registration of Business Names Act, 1963 and new laws to regulate Co-operative societies all in train. The EU Commission has also published a consultation document around a possible “28th regime” which would be a set of harmonised EU wide rules for investment and operation of companies in the single market. There is no doubt that Irish company law is becoming more complex and ever evolving.
Neil Keenan
Corporate Law Partner
Pinsent Masons Ireland LLP
