In December 2018 the Government published draft legislation, the General Scheme of the Companies (Corporate Enforcement Authority) Bill 2018 (the Scheme) which, if enacted, would establish a new independent corporate law enforcement agency called the Corporate Enforcement Authority. In addition to this significant development in corporate enforcement the Scheme, which is discussed by our regulatory investigations unit here, also looks to (i) implement a number of technical amendments to the Companies Act 2014 and (ii) require additional personal information of directors to be provided when making certain filings with the CRO.
The technical amendments to the Companies Act 2014 arise out of recommendations of the Company Law Review Group (CLRG) relating to Shares and Share Capital in the Companies Act 2014, and the CLRG's report on the Protection of Employees and Unsecured Creditors. These technical amendments include:
(i) the removal of the requirement for unlimited companies to have distributable reserves to redeem shares;
(ii) restoring the abilities of companies to use their share premium account in the writing off of the company's preliminary expenses, or the expenses of, or commission paid on, any issue of shares;
(iii) technical amendments which clarify the applicability of the provisions around three party share-for-undertaking transactions; and
(iv) various other clarifications and amendments including amendments to the definition of distribution under Section 123.