Increase in cases brought before the Courts for alleged breaches of Company Law

A number of cases have come before the Courts in recent months, with some being sent forward to the Circuit Court for trial on indictment arising from investigations by the Corporate Enforcement Authority (CEA) into alleged offences under Section 876 of the Companies Act 2014 (the “2014 Act”).

Section 876 of the 2014 Act provides that it shall be an offence for a person to complete, sign, produce, lodge or deliver, amongst other things, any return or other document that is false in a material particular and the person knows or is reckless as to whether it is false or not.

An example of a document forming part of the majority of these proceedings is the annual return. The annual return is a very important document and Section 343 of the 2014 Act requires every company in Ireland to file an annual return each year with the Companies Registration Office (CRO). In addition to other particulars, the annual return must fully disclose a company’s current officers, share capital and shareholders in order to give the public an annual snapshot of the company at the date of the annual return. Specific information relating to the company’s officers must also be fully disclosed including their residential address. Neither a company nor an individual officer is entitled to withhold any officer’s residential address from public filings unless that officer has received authority to do so from a senior ranking member of An Garda Síochána (Irish Police).

The CEA has been given enhanced enforcement and supervisory powers under the recently enacted Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024. These enhanced powers together with the increasing scrutiny on companies’ public filings emphasises the significance of ensuring that particulars on public filings are correct and the consequences of failing to disclose and/or of withholding accurate information.

If you require assistance with your company’s filings or in meeting any of your statutory obligations, we have a full-service company secretarial department on hand to advise. Please contact a member of the team here.