Company Law & Compliance

COMPANIES ACT 2014: RECENT AMENDMENTS

Certain amendments to the Companies Act 2014 under the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 took effect from 3 December 2024. Amendments of particular note include:

Execution under Seal: The mechanism under Section 43A, first introduced on a temporary basis during the COVID-19 pandemic, permitting execution under seal on separate counterparts, has been reinstated on a permanent basis. A company’s seal and the signatures of those who countersign it may now be on separate copies of the relevant agreement or deed with the aggregate considered as one instrument. Where a company’s constitution provides that only one countersignature is required when affixing the seal, that company must obtain an additional countersignature if it wishes to rely on Section 43A. Alternatively, such companies may continue to affix the seal in accordance with their constitution (i.e. with the seal and one countersignature on the same physical page) and the new Section 43A does not impact this.

• Domestic Mergers: Domestic mergers are now permitted between two (or more) DACs. In addition, a domestic merger by absorption involving multiple subsidiaries merging into their parent company may now take place in one transaction.
• General Meetings: The Companies Act 2014 now includes permanent provisions permitting fully virtual or hybrid general meetings with attendees participating via electronic communications technology.
• Record Date: The “record date” for participation and voting in general meetings has been modified for relevant issuers, so that the record date for an adjourned meeting is now the record date of the original meeting, subject to the adjourned meeting occurring within 14 days of the original meeting. However, the amendment initially proposed in the General Scheme, that weekends and public holidays be excluded for the purposes of computation of the record date, was not included.
• Compliance: Additional grounds have been introduced for involuntary strike-off of a company by the Registrar, including failure to file beneficial ownership information with the RBO.
• CEA: The Corporate Enforcement Authority (CEA) has been given enhanced statutory powers. A new category 2 offence has been created, where a person obstructs, interferes with, or impedes an officer of the CEA, and this offence will form part of the “relevant obligations” for the purposes of the directors’ compliance statement.

It is anticipated that the remaining provisions of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 will be commenced during 2025, including provisions providing for the delivery of certain shareholder resolutions and Summary Approval Procedure declarations to the CRO in the prescribed form.

For more information on these amendments, see our recent Insights: Companies Act Amendments and Execution of Documents under Seal: ‘Interim fix’ to be reinstated on a permanent basis from 3 December 2024 and Corporate Enforcement Authority: Enhanced Enforcement and Supervision Powers.