The Government has approved the publication of the Companies (Corporate Enforcement Authority) Bill 2021 (the Bill).
This announcement comes after the publication, in April 2021, by the Joint Committee on Enterprise, Trade and Employment, of the pre-legislative scrutiny into the General Scheme of the Bill (the General Scheme) which was published as far back as December 2018.
Corporate Enforcement Authority
The Bill will establish the Office of the Director of Corporate Enforcement (ODCE) as a separate body, rather than its current form as an office within the Department of Enterprise, Trade and Employment (the Department). The new body will be named the Corporate Enforcement Authority (Authority) and its functions and powers will include those currently held by the ODCE, with additional powers and functions to give it more flexibility and autonomy. The new functions include
- Encouraging compliance with the Companies Act 2014
- Investigations of suspected offences and non-compliance under that act
- Prosecution of summary offences
- Referring indictable offences to the Director of Public Prosecutions, and
- The exercise of certain supervisory functions with respect to liquidators and receivers
Structure and staffing of the Authority
There will be up to three full-time commissioners, or members, one of whom will be the Authority’s chairperson. The Authority will be accountable to the Oireachtas. The Authority will be able to appoint its own staff, and the level of resourcing of the Authority will be kept under review, to ensure it has sufficient staff.
In announcing the imminent publication of the Bill, the Minister for Enterprise, Trade and Employment Leo Varadkar said that the Authority would have more autonomy and resources to investigate suspected wrongdoing, and to deal with larger, more complex investigations.
The Department has also announced additional resources for the Authority, to investigate and prosecute white-collar crime – including an additional 14 civilian posts and an increase in gardai posts from 7 to 16.
Other amendments to the Companies Act 2014
The General Scheme also proposes to address some practical issues and anomalies in the Companies Act 2014 and to give effect to a number of recommendations of the Company Law Review Group in its 2017 report and to submissions made by the Law Society of Ireland. Practitioners will await with interest to see how these will be dealt with in the Bill. It is expected that the Bill will be published in September, with the hope that it will be enacted by the end of the year.