COMPANIES (CORPORATE GOVERNANCE, ENFORCEMENT AND REGULATORY PROVISIONS) ACT 2024

Type Act

Publication 2024-11-12

State In force

Text As published

Source Irish Statute Book

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articles 90

This is the act as published. Later amendments are not folded into the text below: each one is a separate act in this repository and an entry in this law's history.

Act to provide for the conduct of, and participation in, general meetings of a company or industrial and provident society by the use of electronic communications technology; to repeal certain provisions of the Companies Act 2014 and the Industrial and Provident Societies Act 1893; to provide for the circumstances in which a company is not entitled to an audit exemption under section 358 of the Companies Act 2014; to provide for the disapplication of the Probation of Offenders Act 1907 to an offence under section 343 of the Companies Act 2014; to make certain amendments to the rescue process for small and micro companies; to provide for additional grounds for involuntary strike off of companies; to extend the list of competent authorities to which the Authority may disclose information, books or documents under section 792 of the Companies Act 2014; to provide for an offence of obstructing, interfering with or impeding an officer of the Corporate Enforcement Authority; to enable the Irish Auditing and Accounting Supervisory Authority to use money paid into the reserve fund in accordance with section 919 of the Companies Act 2014 in the performance of its functions under section 934 of that Act; to enable the Irish Auditing and Accounting Supervisory Authority to issue an interim direction in certain circumstances; to enable specified bodies to disclose information to the Corporate Enforcement Authority under section 944Q of the Companies Act 2014; and for those purposes, and other purposes, to amend the Companies Act 2014, the Industrial and Provident Societies Act 1893, and the Registration of Business Names Act 1963.

Reform history JSON API

“14B. (1) Save to the extent that the rules of the registered society provide otherwise, a registered society need not hold a general meeting at a physical venue but may conduct the meeting wholly or partly by the use of electronic communications technology as long as all attendees have a reasonable opportunity to participate in the meeting in accordance with this section.

(2) Where a registered society conducts a general meeting wholly or partly by the use of electronic communications technology, it shall—

(a) make provision for participation in the meeting by providing or facilitating the use of electronic communications technology for that purpose, and

(b) ensure that any members who participate in the meeting using such technology are provided with the means to cast a vote without being physically present, either in person or by proxy, at the meeting.

(3) The use of electronic communications technology pursuant to subsection (2) may be made subject only to such requirements or restrictions put in place by the registered society as are necessary to ensure the identification of attendees and the security of the electronic communications technology, to the extent that such requirements or restrictions are proportionate to the achievement of those objectives.

(4) A registered society shall inform attendees, before the general meeting concerned, of any requirements or restrictions which it has put in place pursuant to subsection (3).

(5) A registered society that provides for the use of electronic communications technology for participation in a general meeting by an attendee shall ensure, as far as practicable, that—

(a) such technology—

(i) provides for the security of any electronic communications by the attendee,

(ii) minimises the risk of data corruption and unauthorised access, and

(iii) provides certainty as to the source of the electronic communications,

(b) in the case of any failure of, or disruption to, such technology, that failure or disruption is remedied as soon as practicable, and

(c) such technology enables the attendee to—

(i) hear what is said by the chairperson of the meeting and any person introduced by the chairperson, and

(ii) speak and submit questions and comments during the meeting to the chairperson to the extent that the attendee is entitled to do so under the rules of the society.

(6) Any temporary failure of, or disruption to, electronic communications technology shall not invalidate the general meeting or any proceedings relating to the meeting.

(7) Where the chairperson of the meeting is satisfied that a failure of, or disruption to, electronic communications technology—

(a) substantially interferes with the proceedings of the meeting or the participation of attendees as whole, and

(b) is not capable of being remedied during the meeting,

he or she may adjourn the meeting.

(8) Unless such failure or disruption is attributable to any wilful act of the registered society, a registered society shall not be liable in respect of any failure or disruption relating to the equipment used by an attendee to access a general meeting by electronic communications technology that occurs and which failure or disruption prevents or interferes with the attendee’s participation, by way of such technology, in the meeting.

(9) The notice of a general meeting given by a registered society in accordance with its rules, in the case of a meeting proposed to be held wholly or partly by the use of electronic communications technology, shall specify—

(a) the electronic platform to be used for the meeting,

(b) details for access to the electronic platform,

(c) the time and manner by which an attendee must confirm his or her intention to attend the meeting,

(d) any requirements or restrictions which the society has put in place in order to identify attendees who intend to attend the meeting,

(e) the procedure for attendees to communicate questions and comments before and during the meeting, and

(f) the procedure to be adopted for voting on resolutions proposed to be passed at the meeting.

(10)

(a) The Minister may, if he or she considers it appropriate, by regulations make further provision for all or any of the following in relation to general meetings to be held by way of electronic communications technology:

(i) the convening and conduct of the meetings;

(ii) attendance at the meetings;

(iii) access to, and participation, including voting, in the meetings.

(b) Every regulation 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 regulation is passed by either such House within the next 21 days on which that House sits after the regulation is laid before it, the regulation shall be annulled accordingly, but without prejudice to the validity of anything previously done thereunder.

(11) Each member and, where the rules of a registered society allow for a proxy, each proxy, shall be counted in the quorum where they attend a general meeting by way of electronic communications technology in accordance with this section.

(12) A person who participates in a general meeting by the use of electronic communications technology shall be regarded as being present at the meeting, and for that purpose, a reference in this Act or in the Industrial and Provident Societies (Amendment) Act 1978 (howsoever expressed) to a member having participated in person or by proxy at a meeting, shall be construed as including a reference to any member who participated, including by proxy, in that meeting by the use of electronic communications technology.

(13) In this section—

‘attendee’, in relation to a general meeting of a registered society, means—
- (a) a member of the society who is entitled to attend the meeting,

- (b) a proxy of a member referred to in paragraph (a), where the rules of the society allow for a proxy, or

- (c) a person entitled, under the rules of the society, to attend the meeting;

  ‘electronic communications technology’, in relation to a general meeting of a registered society, means technology that enables real time transmission and real time two-way audio-visual or audio communication enabling attendees to participate in the meeting using such technology;

  ‘electronic platform’ means an electronic system for the delivery of electronic communications technology, including websites, access software and access telephone details or any other electronic technology that delivers such technology;

  ‘general meeting’, in relation to a registered society, means—

- (a) an annual general meeting of the society, or

- (b) a general meeting of the society,

  and includes a meeting referred to in paragraph (a) or (b) that has been adjourned;

  ‘Minister’ means the Minister for Enterprise, Trade and Employment.”.

90. Amendment of Registration of Business Names Act 1963

90. Section 16 of the Registration of Business Names Act 1963 is amended by the insertion of the following subsection after subsection (1):

“(1A) The Registrar may enter into an agreement with a person, on payment of a prescribed fee by that person, for the use by that person of, and the publication and distribution by that person to third parties of, either or both—

(a) documents referred to in subsection (1)(a), and

(b) data derived from such documents.”.

SCHEDULE 1 Repeals

Section 3(1)


Number and Year (1)	Short Title (2)	Extent of Repeal (3)
No. 38 of 2014	Companies Act 2014	Section 12A Section 174A Section 181A Section 182(2A) Section 186A Section 195A Section 534(3A) Section 570(ba) Section 584(1A) and (1B) Section 587(3)(aa) Section 680(2A) and (5A) Section 690A Section 691(4A) Section 692(1A) Section 695(1A) and (2A) Section 701(1A)
56 & 57 Vict., c. 39, 1893	Industrial and Provident Societies Act 1893	Section 14A

SCHEDULE 2 Consequential Amendments

Section 3(2)


Number and Year (1)	Short title (2)	Provision (3)	Amendment (4)
No. 38 of 2014	Companies Act 2014	Section 2(1)	By the deletion of the definitions of “Covid-19” and “interim period”.
		Section 520(2)(b)	By the substitution of “section 534(3) and (4)” for “section 534(3), (3A) and (4)”.
		Section 534(3)	By the substitution of “Where” for “Subject to subsection (3A), where”.
		Section 534	In subsection (4)—
			(a) by the deletion of “and any further extended period allowed under subsection (3A)”, and
			(b) by the deletion of “any further extended period allowed under subsection (3A),”.
		Section 570(a) and (b)	By the substitution of “if” for “if, other than during the interim period”.
		Section 587(6)	By the deletion of “the matters referred to in subsection (3)(aa) or”.
		Section 697(1)	By the substitution—
			(a) in paragraph (a), of “specified, or” for “specified”, and
			(b) in paragraph (b), of “orders.” for “orders, or”.
			By the deletion of paragraph (c).
		Section 1103(2)	By the deletion, in paragraph (aa), of “during the interim period”.
56 & 57 Vict., c. 39, 1893	Industrial and Provident Societies Act 1893	Section 79	By the deletion of the definitions of “Covid-19” and “interim period”.

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