New Corporate Enforcement Authority

The new Corporate Enforcement Authority (the “CEA”) has been launched.  An independent statutory agency, the CEA will investigate and prosecute breaches of company law.  Commitments have been made to resource the CEA to a greater extent than was the case with the Director of Corporate Enforcement (“ODCE”) (which the CEA has replaced).  Simultaneously, some important changes have been made to underlying companies legislation.

The Companies (Corporate Enforcement Authority) Act 2021 (the “Enforcement Act”) has been commenced with effect from 6 July 2022. In establishing the CEA (on 7 July) as an independent statutory agency, the Act also dissolves the ODCE and makes a number of unrelated, general changes to the Companies Act 2014 (the “Companies Act”).

By amending the Companies Act, the Enforcement Act broadly replicates for the CEA the functions and powers that the ODCE had previously.  These include encouraging compliance with the Companies Act, investigating breaches of the Companies Act, prosecution of summary offences under the Companies Act1 and the exercise of certain supervisory functions in respect of liquidators and receivers.

A number of state bodies are empowered to disclose to the CEA information that the body may come to have relating to the commission of an offence under, or relating to any other variety of breach of, the Companies Act, and any information that may assist the CEA in an investigation under the Companies Act.  Those bodies include the Competition and Consumer Protection Commission, the Garda Síochána, the Revenue Commissioners, the Insolvency Service of Ireland, the Irish Takeover Panel and the  Registrar of Companies.

In noting the establishment of the CEA, relevant ministers committed to ensuring that greater resources – both financial and human – would be made available to the CEA than was the case with the ODCE.  This is to include a larger number of gardaí being seconded to the CEA (increasing from 7 to 16).

The CEA will publish a rolling three-year strategy statement to set out its priorities over that timescale.

General Changes to Companies Legislation

The 2021 Act also amends companies legislation generally, with effect from 6 July 2022. Our complementary briefing (here) reviews those related amendments.

  1. The prosecution of more serious offences remains the responsibility of the Director of Public Prosecutions.

This document has been prepared by McCann FitzGerald LLP for general guidance only and should not be regarded as a substitute for professional advice. Such advice should always be taken before acting on any of the matters discussed.