Corporate Enforcement Authority

Established in July 2022 by the Companies (Corporate Enforcement Authority) Act 2021, the CEA’s statutory mandate derives principally from the Companies Act 2014. The CEA is also conferred with statutory functions in respect of certain investment vehicles under the Irish Collective Asset-management Vehicles Act 2015. In addition, the CEA is the competent authority for the purpose of imposing sanctions on company directors under the Companies (Statutory Audits) Act 2018.

The CEA’s functions under the Companies Act 2014 include:

• promoting compliance with company law. We do this in a variety of ways, including through the publication of information and guidance material;
• assessing the behaviour and conduct of the directors of insolvent companies (i.e., companies unable to pay their debts) in liquidation and adjudicating upon whether public protection considerations warrant a director being restricted or disqualified (a restricted director is subject to certain restrictions if s/he wishes to act as a director while a disqualified director is prohibited from acting as a director for the duration of the disqualification period);
• investigating instances of suspected breaches of company law.
• taking appropriate enforcement action in response to identified breaches of company law. Enforcement action can include;
• issuing warnings and requiring evidence of voluntary rectification of non-compliance;
• requiring certain persons to take steps to bring about compliance. For example, requiring a company’s directors to convene and Annual General Meeting of the company;
• applying to Court for orders requiring steps to be taken to bring about compliance – for example, where a person has failed to comply with a direction issued by the CEA;
• in certain circumstances, applying to Court to have a person disqualified as a company director;
• criminal prosecution;
• where a matter of concern is identified that falls within the remit of another statutory regulator or enforcement body, we have the power to share relevant information with that other body.

Complaints, Concerns and Protected Disclosures

We receive information from a variety of sources. Certain professionals, e.g., auditors, examiners, and receivers, are required by law to make reports to us under certain circumstances. Certain professional bodies have similar obligations. In addition, every liquidator appointed to an insolvent company has certain reporting obligations to us.

We actively encourage members of the public to submit complaints and concern to us where there are indications of non-compliance with company law. In certain circumstances, a person may be eligible to make a protected disclosure to us also. Where in any doubt, independent legal advice should be sought. Further information as to how to make a complaint, submit a concern or make a protected disclosure is available on the Complaints, Concerns & Protected Disclosures page.

Certain other regulatory and enforcement bodies may (and, in certain circumstances, must) refer matters suggestive of a breach of company law to us.

Information & Guidance

Company directors and secretaries occupy key governance positions and have a range of corresponding duties and responsibilities under company law. In order to assist directors and secretaries to navigate their responsibilities, the CEA has published a range of information and guidance documents which seek to summarise:

• companies’ duties and responsibilities;
• directors’ duties and responsibilities;
• secretaries’ duties and responsibilities;
• members’ and shareholders’ rights;
• creditors’ rights; and
• the roles and responsibilities of auditors, liquidators, receivers, and examiners, respectively.

We have also published a Single Guide, which provides a useful summary of the above in one document.