Navigating company law reform – Ireland and the UK

The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 came into effect on 3 December 2024, providing enhancements and amendments to the legislative framework under the Companies Act 2014.

Audit exemption

On 16 July 2025, the Minister for Enterprise, Tourism and Employment, Peter Burke, announced the commencement of Section 22 of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024, which replaces section 363 of the Companies Act 2014 and stipulates that a late filing by small and micro sized companies on a first occasion, within a five-year period from the commencement date, will not result in an automatic loss of audit exemption.

The new regime will not be applied retrospectively. However, if a company files late after the commencement date, any late filing before the introduction of the new rules will not count as a prior failure.

This is a welcome development for the SME sector, aiming to ease the burden on small companies, but it is important to note that late filings will still be subject to late filing fees and companies are encouraged to file their annual returns in accordance with statutory filing deadlines.

New grounds for company strike-off

The Act introduced three new grounds for striking off a company:

• Failure to deliver beneficial ownership information. The Registrar has commenced taking proceedings against companies that have not made their RBO filings. Companies are required to file with the RBO within five months of the date of incorporation and any changes must be notified to the Registrar within 14 days of the change;

• Failure to notify the CRO of a change of registered office; and
• Absence of a director or company secretary.

Permanent virtual and hybrid meetings

A significant update introduced by the Act is the support for virtual meetings. This change brings Irish company meeting practices in line with modern business needs and permits companies to hold general meetings either entirely virtually or in a hybrid format, unless explicitly prohibited by the company's constitution. If a company has opted out of all optional provisions under the Act or if the constitution stipulates that a general meeting must be held in person, amendments to the company’s constitution are required to include a specific regulation to enable virtual meetings.

Economic Crime and Corporate Transparency Act 2023 – UK

The Economic Crime and Corporate Transparency Act 2023 (“the ECCTA”) introduces the biggest changes to Companies House since corporate registrations were established in 1844. The ECCTA enables Companies House to play a significant role in improving transparency, disrupting economic crime and supporting economic growth.

Identity verification

By Autumn 2025, Companies House is set to commence the new identity verification requirements where all directors and PSCs for new incorporations will be required to verify their identity at the point of incorporation. There will be a transition period of 12 months for existing companies who will be required to provide identity verification credentials for their directors and PSCs when their confirmation statement is due.

The new legal requirement extends to:

• all new and existing company directors;
• people with significant control of a company (PSCs); and
• anyone who files information on behalf of a company.

Individuals can verify their identity directly with Companies House using a digital service that links to their primary identity document, such as a passport or driving license.

Changes to filing accounting documentation

From 1 April 2027, all companies will need to file their annual accounts using commercial software. Companies House will close its web and paper-based systems for account filings on that date.

For more information on changes to accounts click here.

Conclusion

The regulatory environments in Ireland and the UK continue to grow in complexity and compliance demands. As digitalisation deepens and enforcement becomes more proactive, staying informed and responsive is key to mitigating risk and ensuring smooth corporate operations.

Our Company Secretarial team are committed to assisting you to ensure your business’s governance structures remain agile, transparent and compliant. If you have any queries in relation to this or any other aspect of your company secretarial requirements, please do not hesitate to contact our Company Secretarial team or any of your normal contacts in the firm.