Companies (Corporate Enforcement Authority) Act 2021

• Jurisdiction: Ireland
• Citation: IR No. 48/2021

• Full Act
• Act by Section
• Act As Enacted
• Amendments
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Number 48 of 2021

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COMPANIES (CORPORATE ENFORCEMENT AUTHORITY) ACT 2021

REVISED

Updated to 7 July 2022

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This Revised Act is an administrative consolidation of the Companies (Corporate Enforcement Authority) Act 2021. It is prepared by the Law Reform Commission in accordance with its function under the Law Reform Commission Act 1975 (3/1975) to keep the law under review and to undertake revision and consolidation of statute law.

All Acts up to and including the Eirgrid, Electricity and Turf (Amendment) Act 2022 (17/2022), enacted 7 July 2022, and all statutory instruments up to and including the Companies Act 2014 (Corporate Enforcement Authority) (Establishment Day) Order 2022 (S.I. No. 337 of 2022), made 6 July 2022, were considered in the preparation of this Revised Act.

Disclaimer: While every care has been taken in the preparation of this Revised Act, the Law Reform Commission can assume no responsibility for and give no guarantees, undertakings or warranties concerning the accuracy, completeness or up to date nature of the information provided and does not accept any liability whatsoever arising from any errors or omissions. Please notify any errors, omissions and comments by email to

revisedacts@lawreform.ie.

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Number 48 of 2021

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COMPANIES (CORPORATE ENFORCEMENT AUTHORITY) ACT 2021

REVISED

Updated to 7 July 2022

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Introduction

This Revised Act presents the text of the Act as it has been amended since enactment, and preserves the format in which it was passed.

Related legislation

Irish Collective Asset-management Vehicles Acts 2015 to 2021: this Act, Part 6, is one of a group of Acts included in this collective citation, to be construed together as one (Companies (Corporate Enforcement Authority) Act 2021 (48/2021), s. 1(2)). The Acts in this group are:

• Irish Collective Asset-management Vehicles Act 2015 (2/2015)

• Investment Limited Partnerships (Amendment) Act 2020 (31/2020), Part 3

• Companies (Corporate Enforcement Authority) Act 2021 (48/2021), Part 6

Annotations

This Revised Act is annotated and includes textual and non-textual amendments, statutory instruments made pursuant to the Act and previous affecting provisions.

An explanation of how to read annotations is available at

www.lawreform.ie/annotations.

Material not updated in this revision

Where other legislation is amended by this Act, those amendments may have been superseded by other amendments in other legislation, or the amended legislation may have been repealed or revoked. This information is not represented in this revision but will be reflected in a revision of the amended legislation if one is available.

Where legislation or a fragment of legislation is referred to in annotations, changes to this legislation or fragment may not be reflected in this revision but will be reflected in a revision of the legislation referred to if one is available.

A list of legislative changes to any Act, and to statutory instruments from 1972, may be found linked from the page of the Act or statutory instrument at

www.irishstatutebook.ie.

Acts which affect or previously affected this revision

• Redundancy Payments (Amendment) Act 2022 (3/2022)

All Acts up to and including Eirgrid, Electricity and Turf (Amendment) Act 2022 (17/2022), enacted 7 July 2022, were considered in the preparation of this revision.

Statutory instruments which affect or previously affected this revision

• Companies (Corporate Enforcement Authority) Act 2021 (Commencement) Order 2022 (S.I. No. 335 of 2022)

All statutory instruments up to and including Companies Act 2014 (Corporate Enforcement Authority) (Establishment Day) Order 2022 (S.I. No. 337 of 2022), made 6 July 2022, were considered in the preparation of this revision.

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Number 48 of 2021

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COMPANIES (CORPORATE ENFORCEMENT AUTHORITY) ACT 2021

REVISED

Updated to 7 July 2022

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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)

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Number 48 of 2021

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COMPANIES (CORPORATE ENFORCEMENT AUTHORITY) ACT 2021

REVISED

Updated to 7 July 2022

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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

1.

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.

Annotations:

Editorial Notes:

E1

Power pursuant to subs. (3) exercised (6.07.2022) by Companies (Corporate Enforcement Authority) Act 2021 (Commencement) Order 2022 (S.I. No. 335 of 2022).

2. The 6th day of July 2022 is appointed as the day on which the Companies (Corporate Enforcement Authority) Act 2021 (No. 48 of 2021), other than section 35, shall come into operation.

2.

Definition

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

3.

Repeal

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

PART 2

Amendment of Principal Act - Corporate Enforcement Authority

4.

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);”.

5.

Amendment of section 12 of Principal Act

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

6.

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”.

7.

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.

8.

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)”.

9.

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...