Companies (Corporate Enforcement Authority) Act 2021

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Number 48 of 2021

COMPANIES (CORPORATE ENFORCEMENT AUTHORITY) ACT 2021

CONTENTS

PART 1

Preliminary and General

Section

1. Short title, collective citation and commencement

2. Definition

3. Repeal

PART 2

Amendment of Principal Act - Corporate Enforcement Authority

4. Amendment of section 2 of Principal Act

5. Amendment of section 12 of Principal Act

6. Amendment of section 930A of Principal Act

7. Amendment of section 930B of Principal Act

8. Amendment of section 936A of Principal Act

9. Amendment of section 936B of Principal Act

10. Amendment of Part 15 of Principal Act

11. Amendment of Principal Act - insertion of Schedule 22

12. Amendment of Principal Act in relation to references to Director

13. Savings

PART 3

Amendment of Principal Act - Share Capital

14. Amendment of section 71 of Principal Act

15. Amendment of section 82 of Principal Act

16. Amendment of section 91 of Principal Act

17. Amendment of section 106 of Principal Act

18. Amendment of section 109 of Principal Act

19. Amendment of section 123 of Principal Act

20. Amendment of section 480 of Principal Act

21. Amendment of section 503 of Principal Act

22. Amendment of section 1043 of Principal Act

23. Amendment of section 1045 of Principal Act

24. Amendment of section 1087A of Principal Act

25. Amendment of section 1230 of Principal Act

PART 4

Amendment of Principal Act - Corporate Governance

26. Amendment of section 131 of Principal Act

27. Amendment of section 151 of Principal Act

28. Amendment of section 184 of Principal Act

29. Amendment of section 930 of Principal Act

30. Disapplication of section 181(5)(d) in respect of certain CLGs

PART 5

Amendment of Principal Act - Miscellaneous

31. Amendment of section 198 of Principal Act

32. Amendment of section 633 of Principal Act

33. Amendment of section 681 of Principal Act

34. Amendment of section 819 of Principal Act

35. Cases in which director must supply certain data

PART 6

Consequential Amendment to Irish Collective Asset-management Vehicles Act 2015

36. Corporate Enforcement Authority

SCHEDULE 1

Insertion of Schedule 22 to Principal Act

SCHEDULE 2

Amendment of Principal Act in relation to References to Director of Corporate Enforcement

Acts Referred to

Civil Service Regulation Act 1956 (No. 46)

Civil Service Regulation Acts 1956 to 2005

Companies Act 2014 (No. 38)

Comptroller and Auditor General (Amendment) Act 1993 (No. 8)

European Parliament Elections Act 1997 (No. 2)

Irish Collective Asset-management Vehicles Act 2015 (No. 2)

Irish Collective Asset-management Vehicles Acts 2015 and 2020

Public Service Management (Recruitment and Appointments) Act 2004 (No. 33)

Public Service Superannuation (Miscellaneous Provisions) Act 2004 (No. 7)

Social Welfare Consolidation Act 2005 (No. 26)

Taxes Consolidation Act 1997 (No. 39)

Number 48 of 2021

COMPANIES (CORPORATE ENFORCEMENT AUTHORITY) ACT 2021

An Act to amend the Companies Act 2014 to establish a body to be known as An tÚdarás um Fhorfheidhmiú Corparáideach or, in the English language, the Corporate Enforcement Authority, to replace, and perform the functions previously performed by, the Director of Corporate Enforcement; to make provision for certain other amendments to that Act relating to the share capital of companies or the corporate governance of companies; to make consequential amendments to that Act and the Irish Collective Asset-management Vehicles Act 2015 ; and to provide for related matters.

[22nd December, 2021]

Be it enacted by the Oireachtas as follows:

PART 1

Preliminary and General

Short title, collective citation and commencement

1. (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.

Definition

2. In this Act, “Principal Act” means the Companies Act 2014 .

Repeal

3. Chapter 3 of Part 15 of the Principal Act is repealed.

PART 2

Amendment of Principal Act - Corporate Enforcement Authority

Amendment of section 2 of Principal Act

4. 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 Síochána 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);”.

Amendment of section 12 of Principal Act

5. Section 12 of the Principal Act is amended, in subsection (3), by the deletion of “946,”.

Amendment of section 930A of Principal Act

6. Section 930A of the Principal Act is amended, in subsection (2), by the substitution of “section 944Z” for “section 957AA”.

Amendment of section 930B of Principal Act

7. 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.

Amendment of section 936A of Principal Act

8. 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)”.

Amendment of section 936B of Principal Act

9. 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.”.

Amendment of Part 15 of Principal Act

10. 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)

944A. In this Chapter and Schedule 22—

‘Act of 2004’ means the Public Service Management (Recruitment and Appointments) Act 2004 ;

‘chairperson’ means the chairperson of the Authority;

‘civil servant’ has the meaning assigned to it by the Civil Service Regulation Act 1956 ;

‘Committee of Public Accounts’ means the committee of Dáil Éireann established under the rules and Standing Orders of Dáil Éireann to examine and report to Dáil Éireann on the appropriation accounts and reports of the Comptroller and Auditor General;

‘establishment day’ means the day appointed by order under section 944B;

‘financial year’, in relation to the Authority, means a period of 12 months ending on 31 December in any year and, in the case of the first financial year of the Authority, means the period commencing on the establishment day and ending on 31 December in the year in which the establishment day falls;

‘Member’ has the meaning assigned to it by section 944F(2) and includes a person authorised to act in place of a Member under section 944I.

Establishment day

944B. The Minister shall, by order, appoint a day to be the establishment day for the purposes of this Chapter.

Establishment of Corporate Enforcement Authority

944C. (1) On the establishment day there shall stand a body to be known as An tÚdarás um Fhorfheidhmiú Corparáideach or, in the English language, the Corporate Enforcement Authority, to perform the functions conferred on it by this Act.

(2) The provisions of Schedule 22 shall have effect in relation to the Authority.

Functions of Authority

944D. (1) The functions of the Authority are—

(a) to encourage compliance with this Act,

(b) to investigate—

(i) instances of suspected offences under this Act, and

(ii) instances otherwise of suspected non-compliance with this Act or with the duties and obligations to which companies and their officers are subject,

(c) to enforce this Act, including by the prosecution of offences by way of summary proceedings,

(d) at the discretion of the Authority, to refer cases to the Director of Public Prosecutions where the Authority has reasonable grounds for believing that an indictable offence under this Act has been committed,

(e) to exercise, in so far as the Authority considers it necessary or appropriate, a supervisory role over the activity of liquidators and receivers in the discharge of their functions under this Act,

(f) for the purpose of ensuring the effective application and enforcement of obligations, standards and procedures to which companies and their officers are subject, to perform such other functions in respect of any matters to which this Act relates as the Minister considers appropriate and may by order confer on the Authority,

(g) to perform such other functions for the purpose referred to in paragraph (f) as may be assigned to the Authority under this Act or any other Act,

(h) to act under Chapter 2 as a member of the Supervisory Authority and, if appointed under section 907, act as a director of that body, and

(i) to perform functions transferred to the Authority under section 944E.

(2) Sections 930A and 930D make additional provision with regard to the performance of functions by, amongst others, the Authority.

(3) The Authority may do all such acts or things as are necessary or expedient to enable it to perform its functions under this Act or any other Act.

(4) The Authority shall be independent in the performance of its functions.

(5) Subject to this Chapter and Schedule 22, the Authority shall regulate its own procedures.

Transfer of functions of Director to Authority

944E. (1) All functions that, immediately before the establishment day, were vested in the Director are transferred to the Authority.

(2) Subject to section 36 of the Companies (Corporate Enforcement Authority) Act 2021, a reference in—

(a) any enactment (other than this Act) to the Director or to the office of the Director, or

(b) any instrument under an enactment to the Director or to the office of the Director,

shall be construed as a reference to the Authority.

Membership of Authority

944F. (1) The Authority shall consist of such and so many Members (not being more than 3) as the Minister determines.

(2) Each member of the Authority shall be known as a Member of the Corporate Enforcement Authority (in this Chapter referred to as a ‘Member’).

(3) Subject to subsections (4) to (7) and section 944I, a Member shall be appointed by the Minister on the recommendation of the Public Appointments Service acting in accordance with the Act of 2004 and the appointment shall be on a full-time basis for a period not exceeding 5 years from the date of his or her appointment.

(4) (a) Subject to section 944H and Schedule 22, the relevant person shall, on the establishment day, be a Member for the remainder of his or her term of holding the office of Director left to elapse from and including the establishment day, and upon terms and conditions no less favourable than the relevant terms and conditions.

(b) In this subsection—

‘relevant person’ means the person (other than an Acting Director or a delegate of the Director) who, immediately before the establishment day, holds the office of Director;

‘relevant terms and conditions’, in relation to the relevant person, means the terms and conditions to which the person was entitled to immediately before the establishment day by virtue of holding the office of Director and that are in addition to the terms and conditions to which he or she is entitled to under the Civil Service Regulation Act 1956 by virtue of being a civil servant.

(5) The Public Appointments Service shall ensure that a person is recommended under subsection (3) for appointment only if satisfied that the person has the qualifications, experience and skills necessary to enable the Authority to effectively perform its functions.

(6) A Member to whom subsection (3) applies and whose term of office expires by the elapse of time may be reappointed to the Authority by the Minister for one further period not exceeding 5 years from the date of his or her reappointment and without the need for the recommendation referred to in that subsection.

(7) A Member to whom subsection (4) applies and whose term of office expires by the elapse of time may be reappointed to the Authority by the Minister for one further period not exceeding 5 years from the date of his or her reappointment.

(8) A Member shall—

(a) act subject to such terms and conditions (other than the payment of remuneration and allowances for expenses) as the Minister may, with the consent of the Minister for Public Expenditure and Reform, determine,

(b) be paid by the Authority such remuneration and allowances for expenses (if any) as the Minister may, with the consent of the Minister for Public Expenditure and Reform, from time to time determine,

(c) not hold any other office or occupy any other position in respect of which emoluments are payable or carry on any business without the consent of the Minister, and

(d) cease to be a Member (whether or not the Member is a civil servant) on attaining the age of 70 years or, where a higher age is prescribed by order under section 3A(2) of the Public Service Superannuation (Miscellaneous Provisions) Act 2004 for the purposes of that Act, that age but, where the person is a new entrant (within the meaning of that Act) appointed on or after 1 April 2004, the requirement to cease to be a Member on grounds of age shall not apply.

Appointment of chairperson of Authority

944G. (1) The Minister shall, where the Authority consists of more than one Member, appoint one of the Members to be chairperson and such additional allowance (if any) may be paid by the Authority to the chairperson as the Minister may, with the consent of the Minister for Public Expenditure and Reform, from time to time determine.

(2) The chairperson shall have a casting vote in the case of decisions to be taken by the Authority in the event of a tied vote.

(3) Where a chairperson stands appointed under subsection (1), and is unavailable to perform his or her duties due to absence or incapacity, the Minister shall appoint a person (which may be another existing Member or a member of staff of the Authority) to act as chairperson for the duration of the period of absence or incapacity.

(4) Where the Authority consists of one Member, a reference in this Chapter, or in Schedule 22, to the chairperson shall be construed as a reference to that Member.

(5) The chairperson shall carry on and manage and control generally the staff, administration and business of the Authority.

Resignation, removal, disqualification of Member

944H. (1) A Member may resign from office by letter addressed to the Minister and the resignation shall take effect on the date specified in the letter, or the date on which the Minister receives the letter, whichever is the later.

(2) The Minister may, at any time, remove a Member from office if the Minister is satisfied that—

(a) the Member has become incapable through ill-health of performing his or her functions,

(b) the Member has committed stated misbehaviour, or

(c) the removal of the Member appears to the Minister to be necessary for the effective performance by the Authority of its functions.

(3) If a Member is removed from office in accordance with subsection (2), the Minister shall—

(a) provide the Member with a statement of reasons for the removal, and

(b) ensure that a copy of that statement is laid before each House of the Oireachtas.

(4) A Member shall cease to be qualified for office and shall cease to hold office if he or she—

(a) is adjudicated bankrupt,

(b) makes a composition or arrangement with creditors,

(c) is sentenced by a court of competent jurisdiction to a term of imprisonment,

(d) is convicted of any indictable offence in relation to a company or any other body corporate,

(e) is convicted of an offence involving fraud or dishonesty, whether in connection with a company or not,

(f) has a declaration made against him or her under section 819 or is deemed to be subject to such a declaration by virtue of Chapter 5 of Part 14, or

(g) is, or is deemed to be, the subject of an order under section 160 of the Act of 1990 or a disqualification order within the meaning of Chapter 4 of Part 14.

Acting Member

944I. (1) Where one Member only stands appointed for the time being under section 944F, the Minister may authorise in writing a person (which may be a member of staff of the Authority) to perform the functions of a Member during any period when that Member is absent from duty or absent from the State or is, for any other reason, unable to perform the functions of a Member.

(2) Where a vacancy occurs in the office of Member and no Member stands appointed for the time being under section 944F, the Minister may authorise in writing a person (which may be a member of staff of the Authority) to perform the functions of a Member during the period of that vacancy.

(3) An authorisation under subsection (2) shall not remain in force for a period of more than 6 months unless the Minister is satisfied that it is not practicable for an appointment under section 944F to be made within that period, in which case he or she may extend that period by such further period as he or she is satisfied is a period within which it is practicable for an appointment to be made under that section.

(4) The Minister may at any time terminate an authorisation under this section.

(5) A person in respect of whom an authorisation under this section is in force may perform the functions of a Member under this Act, and, for that purpose, references to a Member in this Chapter (other than in sections 944F(3), 944H(2) and 944L) and in Schedule 22 shall be construed as including references to that person.

Assignment and transfer of staff to Authority

944J. (1) Subject to section 944F(4), every civil servant who, immediately before the establishment day, stands assigned to act as a member of staff of the office of the Director shall, on the establishment day, stand assigned to act as a member of staff of the Authority.

(2) The Minister may, as he or she considers appropriate, designate in writing such and so many persons who stand assigned under subsection (1) to act as members of staff of the Authority to become and be members of staff of the Authority on and from such date as the Minister may specify in the designation (in this section referred to as the ‘effective date’).

(3) A member of staff designated in accordance with subsection (2) shall become and be a member of staff of the Authority on and from the effective date.

Staff of Authority, etc.

944K. (1) Subject to subsection (3) and section 944F, the Authority may appoint such number of persons to be members of its staff as it may determine.

(2) Subject to subsection (3), the Authority shall determine the grades of members of its staff and the numbers in each grade.

(3) A determination of the Authority under subsection (1) or (2) is subject to the approval of the Minister given with the consent of the Minister for Public Expenditure and Reform.

(4) The Authority may authorise in writing an officer or officers of the Authority to perform, on its behalf, a specified function or functions of the Authority and such officer or officers so authorised may perform such function or functions accordingly.

(5) An officer of the Authority who performs any of its functions is presumed in any proceedings to have been authorised to do so on its behalf, unless the contrary is shown.

(6) Members of the staff of the Authority are civil servants.

(7) The terms and conditions of service of a member of the staff of the Authority shall, with the approval of the Minister given with the consent of the Minister for Public Expenditure and Reform, be such as may be determined from time to time by the Authority.

(8) There shall be paid by the Authority to the members of its staff such remuneration and allowances as, from time to time, the Authority, with the approval of the Minister given with the consent of the Minister for Public Expenditure and Reform, determines.

(9) The Authority is the appropriate authority (within the meaning of the Act of 2004 and the Civil Service Regulation Acts 1956 to 2005) in relation to its staff.

Superannuation of Members

944L. (1) The Minister shall, if he or she considers it appropriate to do so and with the consent of the Minister for Public Expenditure and Reform, make and carry out a scheme or schemes for the granting of superannuation benefits to or in respect of the Members (other than a Member who is a civil servant).

(2) Each superannuation scheme shall fix the terms and conditions of retirement for all persons to or in respect of whom superannuation benefits are payable under the scheme, and different terms and conditions may be fixed in respect of different classes of persons.

(3) A superannuation scheme may be amended or revoked by a subsequent scheme made under this section by the Minister with the consent of the Minister for Public Expenditure and Reform.

(4) The Minister shall not grant, or enter into any arrangement for the provision of, any superannuation benefit to or in respect of a person referred to in subsection (1) except—

(a) in accordance with a superannuation scheme made under this section, or

(b) with the consent of the Minister for Public Expenditure and Reform.

(5) In the case of a dispute as to the claim of any person to, or the amount of, any superannuation benefit payable under a superannuation scheme made under this section—

(a) the dispute shall be submitted to the Minister,

(b) the Minister shall refer the dispute to the Minister for Public Expenditure and Reform for his or her determination of it, and

(c) the decision of the Minister for Public Expenditure and Reform shall be final.

(6) Every superannuation scheme made by the Minister under this section shall be laid before each House of the Oireachtas as soon as may be after it is made and, if a resolution annulling the scheme is passed by either such House within the next 21 days on which that House has sat after the scheme is laid before it, the scheme shall be annulled accordingly, but without prejudice to the validity of anything previously done thereunder.

Secondment to Authority of member of Garda Síochána

944M. (1) This section applies where a member of the Garda Síochána has been seconded to the Authority.

(2) Notwithstanding the secondment, and without prejudice to section 944D(4), the person seconded shall continue to be under the general direction and control of the Commissioner of the Garda Síochána.

(3) For the purposes of this Act and for the purposes outside this Act, the person seconded—

(a) shall continue to be vested with the powers and to be subject to the duties of a member of the Garda Síochána, and

(b) may continue to exercise those powers and perform those duties.

(4) A member of the Garda Síochána seconded to the office of the Director immediately before the establishment day shall, on the establishment day, be seconded to the Authority on the same terms and conditions on which he or she was seconded to that office, and the other provisions of this section shall apply to the member accordingly.

Accountability of Authority to Committee of Public Accounts

944N. (1) The chairperson shall, whenever required in writing to do so by the Committee of Public Accounts, give evidence to that Committee in relation to—

(a) the regularity and propriety of the transactions recorded or required to be recorded in any book or other record of account subject to audit by the Comptroller and Auditor General that the Authority is required by this Act to prepare,

(b) the economy and efficiency of the Authority in the use of its resources,

(c) the systems, procedures and practices employed by the Authority for the purpose of evaluating the effectiveness of its operations, and

(d) any matter affecting the Authority referred to in a special report of the Comptroller and Auditor General under section 11 (2) of the Comptroller and Auditor General (Amendment) Act 1993 , or in any other report of the Comptroller and Auditor General (in so far as it relates to a matter specified in paragraph (a), (b) or (c)) that is laid before Dáil Éireann.

(2) In the performance of his or her duties under this section, the chairperson shall not question or express an opinion on the merits of any policy of the Government or a Minister of the Government or on the merits of the objectives of such a policy.

Accountability of Member to certain Oireachtas Committees

944O. (1) In this section, ‘Committee’ means a Committee appointed by either House of the Oireachtas or jointly by both Houses of the Oireachtas (other than the Committee on Public Accounts, the Committee on Members’ Interests of Dáil Éireann or the Committee on Members’ Interests of Seanad Éireann) or a sub-committee of such a Committee.

(2) Subject to subsection (3), a Member shall, at the request in writing of a Committee, attend before it to give account for the general administration of the Authority.

(3) A Member shall not be required to give account before a Committee for any matter which is or has been or may at a future time be the subject of proceedings before a court or tribunal.

(4) Where a Member is of the opinion that a matter in respect of which he or she is requested to give an account before a Committee is a matter to which subsection (3) applies, he or she shall inform the Committee of that opinion and the reasons for the opinion and, unless the information is conveyed to the Committee at a time when the Member is before it, the information shall be so conveyed in writing.

(5) Where the Member has informed a Committee of his or her opinion in accordance with subsection (4) and the Committee does not withdraw the request referred to in subsection (2) in so far as it relates to a matter the subject of that opinion—

(a) the Member may, on behalf of the Authority, not later than 21 days after being informed by the Committee of its decision not to do so, apply to the High Court in a summary manner for determination of the question whether the matter is one to which subsection (3) applies, or

(b) the Chairperson of the Committee may, on behalf of the Committee, not later than the 21 days referred to in paragraph (a), make such an application,

and the High Court shall determine the matter.

(6) Pending the determination of an application under subsection (5), the Member shall not attend before the Committee to give account for the matter the subject of the application.

(7) If the High Court determines that the matter concerned is one to which subsection (3) applies, the Committee shall withdraw the request referred to in subsection (2), but if the High Court determines that subsection (3) does not apply, the Member shall attend before the Committee and give account for the matter.

(8) In the performance of his or her duties under this section, a Member shall not question or express an opinion on the merits of any policy of the Government or a Minister of the Government or on the merits of the objectives of such a policy.

(9) In this section, a reference to ‘Member’ shall, where more than one Member has been appointed under section 944F, be taken to be a reference to the chairperson.

Confidentiality of information

944P. (1) No person shall disclose, except in accordance with law, information that—

(a) is obtained in performing the functions of the Authority, and

(b) has not otherwise come to the notice of members of the public.

(2) Without limiting subsection (1), the persons to whom that subsection applies include—

(a) a Member or former Member, or

(b) an officer or former officer of the Authority.

(3) Nothing in subsection (1) shall prevent the disclosure of information by or under the authority of the Authority if, and to the extent that, the Authority considers that the information is required—

(a) for a purpose or reason specified in section 791(a) to (m),

(b) for the performance by a competent authority (as defined in section 792(2)) of a function or functions by that authority, or

(c) for the performance by the Authority of a function or functions of the Authority.

(4) Nothing in subsection (1) shall prevent the disclosure of information to any member of the Garda Síochána if that information, in the opinion of the Authority, may relate to the commission of an offence other than an offence under this Act.

(5) A person who contravenes this section shall be guilty of a category 2 offence.

Disclosure of information to Authority

944Q. (1) Notwithstanding any other law—

(a) the Competition and Consumer Protection Commission,

(b) a member of the Garda Síochána,

(c) an officer of the Revenue Commissioners,

(d) the Insolvency Service of Ireland,

(e) the Irish Takeover Panel,

(f) the Registrar,

(g) the registrar of friendly societies, or

(h) such other authority or other person as may be prescribed,

may disclose to the Authority or an officer of the Authority information to which this subsection applies.

(2) Subsection (1) applies to information that, in the opinion of the Authority or other person referred to in any of paragraphs (a) to (g) of that subsection disclosing, or seeking to disclose the information—

(a) relates to the commission of an offence under this Act or non-compliance otherwise with this Act or with the duties and obligations to which companies and their officers are subject, or

(b) is information that could materially assist the Authority or an officer of the Authority in investigating—

(i) whether an offence under this Act has been committed or whether there has been non-compliance otherwise with this Act or with the duties and obligations to which companies and their officers are subject, or

(ii) without prejudice to the generality of subparagraph (i), in a case where the making of an application for a disqualification order in relation to a particular person in accordance with section 842(h) is contemplated, whether and to what extent the matters mentioned in section 843(3) apply in the circumstances concerned.

(3) Without prejudice to the generality of subsection (1), an officer of the Revenue Commissioners shall, notwithstanding any other law, be permitted to give or produce evidence relating to taxpayer information (within the meaning of section 851A of the Taxes Consolidation Act 1997 ) in connection with any proceedings initiated under this Act.

(4) For the avoidance of doubt, the fact that particular circumstances specified in subsection (2)(a) or (b) have been invoked by an authority or other person as the basis for disclosure by it or him or her of information under that subsection shall not prevent the Authority or an officer of the Authority from using the information in relation to other circumstances specified in that subsection.

Restriction of application of certain articles of Data Protection Regulation

944R. (1) Articles 14 (information to be provided where personal data have not been obtained from the data subject) and 15 (right of access by the data subject) of the Data Protection Regulation are restricted, to the extent necessary and proportionate to safeguard the effective performance by the Authority of its functions referred to in subsection (1)(b) and (e) of section 944D, where the performance of those functions give rise to the processing of personal data to which the Data Protection Regulation applies.

(2) In this section, ‘Data Protection Regulation’ means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016¹ on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

Transfer of rights and liabilities, and continuation of leases, licences and permissions granted by office of Director

944S. (1) On the establishment day, all property (other than land) that, immediately before that day, was vested in the Director, shall stand vested in the Authority without any assignment.

(2) A chose in action vested in the Authority under subsection (1) may, on and after the establishment day, be sued on, recovered or enforced by the Authority in its own name, and the Authority or the Minister need not give notice of such vesting to any person bound by the chose in action.

(3) On the establishment day, all books, papers and other records that were books, papers and records of the Director immediately before that day shall be books, papers and records of the Authority and shall, accordingly, be transferred to the Authority.

(4) Any contract, agreement or arrangement made between the Director and any other person and in force immediately before the establishment day—

(a) continues in force on or after that day, and

(b) has effect as if the name of the Authority were substituted in the contract, agreement or arrangement for the Director.

(5) If, immediately before the establishment day, any proceedings are pending in any court or tribunal to which the Director is a party, the name of the Authority is substituted in the proceedings, and the proceedings do not abate by reason of the substitution.

(6) Nothing in this Act affects the validity of any act done or in the course of being done before the establishment day by or on behalf of the Director and any such act, if and in so far as it was operative immediately before that day, has effect on and after that day as if it had been done by or on behalf of the Authority.

Annual report

944T. (1) The Authority shall, as soon as practicable but in any event not later than 4 months after the end of each financial year, prepare and submit to the Minister a report on its activities in that year (in this section referred to as the ‘annual report’), and the Minister shall, as soon as may be after receiving the annual report, cause copies of the annual report to be laid before each House of the Oireachtas.

(2) Notwithstanding subsection (1), if, but for this subsection, the first annual report would relate to a period of less than 6 months, the first annual report shall relate to that period and to the financial year immediately following that period and shall be made as soon as may be, but not later than 4 months after the end of that year.

(3) An annual report shall include information in such form and regarding such matters as the Minister may direct but nothing in this subsection shall be construed as requiring the Authority to include information the inclusion of which would, in the opinion of the Authority, be likely to prejudice the performance of its functions.

(4) The Authority may from time to time provide the Minister with such information about the performance of its functions as it considers appropriate and shall provide the Minister with advice on any matter relating to those functions, as the Minister may from time to time request (other than information the provision of which would, in the opinion of the Authority, be likely to prejudice the performance of its functions).

(5) The Authority shall arrange for an annual report that has been laid before each House of the Oireachtas in accordance with subsection (1) to be published on the Authority’s website as soon as practicable after copies of the report are so laid.

Strategy statement and work programme

944U. (1) (a) The Authority shall, as soon as practicable after the establishment day, and thereafter not earlier than 6 months before and not later than the expiration of each subsequent period of 3 years following the establishment day, prepare and submit to the Minister a strategy statement in respect of the period of 3 years immediately following the year in which the strategy statement is so submitted.

(b) In this section, ‘strategy statement’ means a statement that—

(i) specifies the key objectives, outputs and related strategies, including use of resources, of the Authority,

(ii) except for the first strategy statement, includes a review of the outcomes and effectiveness of the preceding strategy statement,

(iii) includes any other matters (with the exception of any on-going investigation or prosecution) that the Minister may direct, and

(iv) is prepared in a form and manner that is in accordance with any directions issued from time to time by the Minister.

(2) The Minister shall, as soon as practicable after a strategy statement has been submitted to him or her under subsection (1), cause a copy of it to be laid before each House of the Oireachtas.

(3) The Authority shall ensure that, as soon as practicable after copies of a strategy statement are laid before both Houses of the Oireachtas in accordance with subsection (2), the strategy statement is published on the Authority’s website.

(4) When preparing a strategy statement, the Authority may consult such persons as it considers appropriate.

(5) The Authority shall prepare and submit to the Minister, at least one month before the commencement of each financial year, a work programme relating to the discharge of its functions, including—

(a) having regard to the strategy statement, the objectives of the Authority for that year and its strategy for achieving those objectives,

(b) the priorities of the Authority for that year, having regard to those objectives and its available resources, and

(c) any other matters that the Minister may from time to time specify when issuing directions or guidelines under subsection (6).

(6) The Minister may, from time to time, issue directions or guidelines to the Authority concerning the preparation of the work programme and the Authority shall comply with those directions and prepare the work programme in accordance with those guidelines.

Grants to Authority

944V. In each financial year, the Minister may advance to the Authority out of moneys provided by the Oireachtas such sums as the Minister may, with the consent of the Minister for Public Expenditure and Reform, determine.

Liability of Authority for acts or omissions

944W. Neither—

(a) a Member or former Member of the Authority, nor

(b) a present or former officer of the Authority,

is liable for damages for anything done, anything purported to be done or anything omitted to be done by him or her in performing a function under this Act, unless the act or omission is shown to be in bad faith.

Accounts of Authority

944X. (1) The Authority shall—

(a) submit estimates of income and expenditure to the Minister in such form, in respect of such periods and at such times as may be required by the Minister, and

(b) provide the Minister with any information which the Minister may require in relation to such estimates, including proposals and future plans relating to the performance by the Authority of its functions.

(2) The Authority shall keep in such form as may be approved by the Minister with the consent of the Minister for Public Expenditure and Reform all proper and usual accounts of all money received or expended by it and, in particular, shall keep in such form as aforesaid all such special accounts (if any) as the Minister may, with the consent of the Minister for Public Expenditure and Reform, from time to time direct.

(3) The Authority shall, whenever so requested by the Minister, permit any person appointed by the Minister to examine the books or other records of account of the Authority in respect of any financial year or other period and shall facilitate any such examination, and the Authority shall pay such fee for the examination as may be fixed by the Minister.

(4) Accounts kept in accordance with this section shall be submitted, not later than 1 April in the year immediately following the financial year to which they relate or on such earlier date as the Minister may, from time to time, specify, to the Comptroller and Auditor General for audit and, immediately after the audit, a copy of the accounts, and of such other accounts (if any) as the Minister, after consultation with the Minister for Public Expenditure and Reform, may direct and a copy of the Comptroller and Auditor General’s report on the accounts shall be presented to the Minister who shall, as soon as may be after they are so presented, cause copies thereof to be laid before each House of the Oireachtas.

Final annual report of Director

944Y. (1) The Authority shall prepare a final annual report for the Director.

(2) Section 944T shall apply, with all necessary modifications, in relation to an annual report prepared under this section.

Chapter 3B

Investigation of director or former director of public-interest entity to find whether such director has engaged in certain prohibited conduct, etc.

Definitions (sections 944Z to 944AH)

944Z. (1) In this section and sections 944AA to 944AH—

‘court’ means the High Court;

‘monetary sanction’, in relation to a relevant director, means the monetary sanction referred to in section 944AB(2)(c);

‘public notice of relevant sanction imposed’, in relation to a relevant director, means the publication in accordance with section 944AE(1) of the relevant director’s particulars referred to in that section together with the other related particulars referred to in that section;

‘relevant contravention’ has the meaning assigned to it by section 900;

‘relevant decision’, in relation to a relevant director, means—

(a) a decision under section 944AA(2) that the director has engaged in conduct giving rise (whether in whole or in part) to a relevant contravention,

(b) if, in consequence of a decision referred to in paragraph (a), the Authority decides under section 944AA(2) to impose a relevant sanction on the relevant director, the decision to impose that sanction, or

(c) both such decisions;

‘relevant director’ has the meaning assigned to it by section 900;

‘relevant sanction’, in relation to a relevant director, means a sanction referred to in section 944AB(2);

‘section 944AD agreement’ shall be read in accordance with section 944AD(1);

‘Supervisory Authority’ has the meaning assigned to it by section 900.

Provisions applicable where Authority receives particulars, etc., from Supervisory Authority concerning relevant contravention and relevant director

944AA. (1) This section applies where—

(a) the Authority has received from the Supervisory Authority particulars referred to in section 936A(2) and (where applicable) information and documents and assistance referred to in section 936A(3), and

(b) in consequence thereof, the Authority has investigated under Part 13 a relevant director in order to find whether or not the relevant director has engaged in conduct giving rise (whether in whole or in part) to a relevant contravention.

(2) Subject to section 944AH(3) and (4), where the Authority finds that a relevant director has engaged in conduct giving rise (whether in whole or in part) to the relevant contravention, the Authority may impose such relevant sanction on the relevant director as the Authority considers appropriate after having regard to the circumstances referred to in section 944AC(2).

(3) Subject to subsection (4), the relevant director the subject of a relevant decision may appeal to the court against the decision.

(4) An appeal under subsection (3) shall be brought within 3 months after the date on which the relevant director was notified of the relevant decision by the Authority.

(5) A finding or relevant decision of the Authority under this section is not a bar to any civil or criminal proceedings against the relevant director who is the subject of the finding or relevant decision.

(6) Subject to subsection (7), the Corporate Enforcement Authority shall, as soon as practicable after imposing under this section a relevant sanction on a relevant director, give particulars of the relevant director and of the sanction imposed to the Supervisory Authority.

(7) The Corporate Enforcement Authority shall immediately communicate to the Supervisory Authority particulars of any direction given by the Authority under section 944AB(2)(b).

Sanctions which Authority may impose on relevant director for certain conduct

944AB. (1) This section applies to a relevant director the subject of a decision under section 944AA(2) that the director has engaged in conduct giving rise (whether in whole or in part) to a relevant contravention.

(2) Subject to section 944AC, the Authority may impose on the relevant director one or more of the following sanctions in relation to the relevant contravention:

(a) a direction to the relevant director that he or she cease the conduct giving rise (whether in whole or in part) to the contravention and abstain from any repetition of that conduct;

(b) a direction to the relevant director prohibiting the director, for the period specified in the direction (being a period of not more than 3 years’ duration), from performing functions in audit firms or public-interest entities;

(c) subject to section 944AF, a direction to the director to pay an amount, as specified in the direction but not exceeding €100,000, to the Authority.

(3) In default of payment of an amount referred to in subsection (2)(c), the Authority may recover that amount as a simple contract debt in any court of competent jurisdiction.

Relevant circumstances to be considered in imposing relevant sanctions on relevant director

944AC. (1) This section applies to a relevant director the subject of a decision under section 944AA(2) that the director has engaged in conduct giving rise (whether in whole or in part) to a relevant contravention.

(2) In imposing a relevant sanction on a relevant director, the Authority shall consider the following circumstances:

(a) the gravity and duration of the relevant contravention;

(b) the degree of responsibility of the relevant director;

(c) the financial strength of the relevant director (including the annual income of the director);

(d) the amount of profits gained or losses avoided by the relevant director in consequence of the contravention, in so far as they can be determined;

(e) the level of cooperation of the relevant director with the Supervisory Authority or Corporate Enforcement Authority, or both;

(f) previous impositions of relevant sanctions on the relevant director (including relevant sanctions within the meaning of section 957AA as in force before the commencement of section 3 of the Companies (Corporate Enforcement Authority) Act 2021).

Resolution of suspected certain conduct by agreement - relevant director

944AD. (1) Subject to subsection (2), if the Authority believes on reasonable grounds that a relevant director has engaged in conduct (in this section referred to as the ‘relevant conduct’) giving rise (whether in whole or in part) to a relevant contravention referred to in section 936A(1), the Authority and the relevant director may, at their absolute discretion, enter into an agreement (in this section referred to as a ‘section 944AD agreement’) to resolve the matters relating to such conduct.

(2) The following provisions shall apply to the section 944AD agreement:

(a) the agreement may be entered into notwithstanding that no investigation under Part 13 into the relevant conduct has been commenced;

(b) the agreement may be entered into after an investigation under Part 13 into the relevant conduct has been commenced but, subject to paragraph (d), not after it has been completed;

(c) without prejudice to the generality of the terms of the agreement, such terms may include terms under which the relevant director accepts the imposition of one or more relevant sanctions that may be imposed;

(d) the agreement may be entered into after an investigation under Part 13 has been undertaken and carried out only to the extent to determine which sanctions (if any) referred to in paragraph (c) to impose on the relevant director;

(e) the terms of the agreement are binding on the Authority and the relevant director.

(3) Subject to subsection (6), the provisions of sections 944AB, 944AC, 944AE, 944AF and 944AG shall apply, with any necessary modifications, to any relevant sanctions imposed on a relevant director pursuant to a section 944AD agreement as those sections apply to any relevant sanctions imposed on a relevant director otherwise than pursuant to a section 944AD agreement.

(4) Subject to subsection (5), where the relevant director with whom the Authority has entered into the section 944AD agreement fails to comply with one or more of the terms of the agreement, the Authority may apply to the court for an order compelling that relevant director to comply with those terms.

(5) In default of payment, any amount agreed to be paid to the Authority by the relevant director under the section 944AD agreement may be recovered by the Authority from the relevant director as a simple contract debt in any court of competent jurisdiction.

(6) The necessary modifications referred to in subsection (3), in so far as section 944AE is concerned, include reading that section as if—

(a) the following subsection were substituted for subsection (1) of that section:

‘(1) Subject to subsection (3), the Authority shall, in so far as a relevant decision imposes a relevant sanction on a relevant director, as soon as practicable, publish on its website particulars of the relevant contravention to which the relevant sanction relates, particulars of the relevant conduct, particulars of the relevant sanction imposed and particulars of the relevant director on whom the relevant sanction was imposed.’,

(b) subsections (2) and (4) of that section were deleted, and

(c) in subsection (5) of that section, the reference to ‘or (2)’ were deleted.

(7) Section 944AH shall be disregarded for the purposes of a section 944AD agreement.

Publication of relevant sanction imposed on relevant director

944AE. (1) Subject to subsections (2) and (3), the Authority shall, in so far as a relevant decision imposes a relevant sanction on a relevant director, as soon as practicable after—

(a) that decision has been confirmed by the court as referred to in section 944AH(4), or

(b) a decision of the court under section 944AH(2)(b) has been made to impose a different relevant sanction on the relevant director,

publish on its website particulars of the relevant contravention to which the relevant sanction relates, particulars of the relevant conduct, particulars of the relevant sanction imposed and particulars of the relevant director on whom the relevant sanction was imposed.

(2) Subject to subsection (4), if there is an appeal to the court from a confirmation referred to in subsection (1)(a), or a decision referred to in subsection (1)(b), the Authority shall, as soon as practicable, as it considers appropriate, publish particulars on its website of the status or outcome of the appeal.

(3) The Authority shall publish the particulars, comprising a public notice of a relevant sanction imposed, on an anonymous basis on the Authority’s website in any one or more of the following circumstances:

(a) the Authority, following an assessment of the proportionality of the publication of those particulars in accordance with subsection (1) in so far as personal data are concerned, is of the opinion that, in relation to the relevant sanction imposed on the relevant director, such publication would be disproportionate;

(b) the Authority is of the opinion that the publication of those particulars in accordance with subsection (1) would jeopardise the stability of financial markets or an ongoing criminal investigation;

(c) the Authority is of the opinion that the publication of those particulars in accordance with subsection (1) would cause disproportionate damage to the relevant director.

(4) Subsection (2) shall not apply in any case where subsection (3) applies.

(5) The Authority shall ensure that particulars published on its website in accordance with subsection (1) or (2) remain on its website for at least 5 years.

(6) The Corporate Enforcement Authority shall, as soon as practicable after publishing a public notice of a relevant sanction imposed in relation to a relevant director, give particulars of the relevant director and of the relevant sanction imposed to the Supervisory Authority.

Limitations on imposing monetary sanctions on relevant director

944AF. (1) If the Authority decides to impose a monetary sanction on a relevant director, the Authority shall not impose an amount that would be likely to cause the relevant director to be adjudicated bankrupt.

(2) If the conduct engaged in by the relevant director has given rise (whether in whole or in part) to 2 or more relevant contraventions, the Authority shall not impose more than one monetary sanction on the relevant director in respect of the same conduct.

Relevant director not to be liable to be penalised twice for same conduct

944AG. (1) If the Authority imposes a monetary sanction on a relevant director and the conduct engaged in by the relevant director that has given rise (whether in whole or in part) to the relevant contravention is an offence under the law of the State, the relevant director shall not be liable to be prosecuted or punished for the offence under that law.

(2) The Authority shall not impose a monetary sanction on a relevant director if—

(a) the relevant director has been charged with having committed an offence under a law of the State and has either been found guilty or not guilty of having committed the offence, and

(b) the offence involves the conduct engaged in by the relevant director that has given rise (whether in whole or in part) to the relevant contravention.

Appeals to and orders of court, including orders confirming decisions of Authority

944AH. (1) In an appeal under section 944AA(3), the court may consider any evidence adduced or argument made, whether or not adduced or made to the Authority.

(2) On the hearing of such an appeal, the court may make any order or give any direction it thinks fit, including an order—

(a) confirming the decision under appeal, or

(b) modifying or annulling that decision.

(3) A relevant decision, in so far as it relates to the imposition of a relevant sanction on a relevant director, does not take effect until that decision is confirmed by the court either—

(a) on appeal under section 944AA(3), or

(b) on application by the Authority under subsection (4).

(4) On application by motion on notice by the Authority for an order confirming a decision referred to in subsection (3), the court may make an order confirming the decision or may refuse to make such an order.

(5) On an application under section 944AD(4) for an order compelling compliance with a section 944AD agreement, the court may make any order or give any direction as it thinks fit.”.

Amendment of Principal Act - insertion of Schedule 22

11. The Principal Act is amended by the insertion of the text set out in Schedule 2 as Schedule 22 to that Act.

Amendment of Principal Act in relation to references to Director

12. (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.

(2) In subsection (1), a reference to a column is a reference to a column in the table set out in Schedule 2 .

Savings

13. 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.

PART 3

Amendment of Principal Act - Share Capital

Amendment of section 71 of Principal Act

14. 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.”.

Amendment of section 82 of Principal Act

15. Section 82 of the Principal Act is amended, in subsection (6)(n), by the deletion of “to intermediaries,”.

Amendment of section 91 of Principal Act

16. 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”.

Amendment of section 106 of Principal Act

17. 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)”.

Amendment of section 109 of Principal Act

18. 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.”.

Amendment of section 123 of Principal Act

19. 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).”.

Amendment of section 480 of Principal Act

20. 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;”.

Amendment of section 503 of Principal Act

21. 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.”.

Amendment of section 1043 of Principal Act

22. Section 1043 of the Principal Act is amended, in subsection (1)(c), by the deletion of “to intermediaries,”.

Amendment of section 1045 of Principal Act

23. 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.”.

Amendment of section 1087A of Principal Act

24. 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;”.

Amendment of section 1230 of Principal Act

25. 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:

PART 4

Amendment of Principal Act - Corporate Governance

Amendment of section 131 of Principal Act

26. Section 131 of the Principal Act is amended, in subsection (2), by the insertion of “or secretary” after “director”.

Amendment of section 151 of Principal Act

27. 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).

Amendment of section 184 of Principal Act

28. 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”.

Amendment of section 930 of Principal Act

29. Section 930 of the Principal Act is amended, in subsection (2), by the deletion of paragraph (f).

Disapplication of section 181(5)(d) in respect of certain CLGs

30. 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.”.

PART 5

Amendment of Principal Act - Miscellaneous

Amendment of section 198 of Principal Act

31. Section 198 of the Principal Act is amended, in subsection (4)(f), by the insertion of “or 586(2)” after “section 580”.

Amendment of section 633 of Principal Act

32. 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.”.

Amendment of section 681 of Principal Act

33. Section 681 of the Principal Act is amended, in subsection (3)(b), by the substitution of “other” for “greater”.

Amendment of section 819 of Principal Act

34. 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).”.

Cases in which director must supply certain data

35. 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 .”.

PART 6

Consequential Amendment to Irish Collective Asset-management Vehicles Act 2015

Corporate Enforcement Authority

36. 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.”.

SCHEDULE 1

Insertion of Schedule 22 to Principal Act

“Schedule 22

Section 944C

Corporate Enforcement Authority

1. The Authority shall be a body corporate with perpetual succession and an official seal and shall have power to sue, and may be sued, in its corporate name and shall, with the consent of the Minister and the Minister for Public Expenditure and Reform, have the power to acquire, hold and dispose of land or an interest in land, and shall have the power to acquire, hold and dispose of any other property.

2. The seal of the Authority shall be authenticated by the signatures of—

(a) a Member, and

(b) a member of staff of the Authority authorised by the Authority for that purpose.

3. Judicial notice shall be taken of the seal of the Authority and any document purporting to be an instrument made by, and to be sealed with the seal of, the Authority shall, unless the contrary is proved, be received in evidence and be deemed to be such instrument without further proof.

4. Any contract or instrument which, if entered into or executed by an individual, would not require to be under seal may be entered into or executed on behalf of the Authority by any person generally or specially authorised by the Authority in that behalf.

5. (1) Where a Member is—

(a) nominated as a member of Seanad Éireann,

(b) elected as a member of either House of the Oireachtas or to be a member of the European Parliament,

(c) regarded pursuant to Part XIII of the Second Schedule to the European Parliament Elections Act 1997 as having been elected to that Parliament, or

(d) is elected or co-opted as a member of a local authority,

he or she shall thereupon cease to be a Member of the Authority.

(2) A person who is for the time being—

(a) entitled under the Standing Orders of either House of the Oireachtas to sit therein,

(b) a member of the European Parliament, or

(c) entitled under the standing orders of a local authority to sit as a member thereof,

shall, while he or she is so entitled as mentioned in clause (a) or (c) or is such a member as mentioned in clause (b), be disqualified for membership of the Authority or for employment in any capacity by the Authority.”.

SCHEDULE 2

Amendment of Principal Act in relation to References to Director of Corporate Enforcement

Section 12

¹ OJ No. L119, 4.5.2016, p.1