ODCE I The Office of the Director of Corporate Enforcement (“ODCE”) was established in 2001. It has been replaced by the Corporate Enforcement Authority.The Authority is a body corporate with the name contained in the constitution, having perpetual succession and a common seal. As a legal person, the Authority has perpetual succession, property rights, and can sue in its name […]
Compliance Order If a company or an officer has failed to comply with their obligations under the Companies Act and fails to remedy that default within 14 days of being served with notice, requiring remediation of the default, the court may on application order the company or officer in default to remedy the default within such time as the court shall […]
General I Summary proceedings against a company or an officer of the company may be brought in the District Court for the district where the registered office of the company is situated, before the commencement of proceedings. Proceedings for failures to make returns to the CRO may be brought alternatively in the Dublin Metropolitan District or the District Court area […]
Investigatory Powers I The CEA may require the production of documents in order to consider the possible exercise of its own powers or an application to the court for the appointment of inspectors. It may require the production of documents. It may apply to the court for a search warrant. The CEA or its authorised officers may require the production […]
Court Investigation The Office of the Director of Corporate Enforcement (ODCE) now the Corporate Enforcement Authority (CEA) may appoint inspectors to investigate the affairs of a company. The Company Law Enforcement Act, 2001 transferred the power from the Minister for Enterprise, Trade and Employment to the Director of Corporate Enforcement. The court may, on foot of an application, appoint one […]
Fraudulent Trading A person who knowingly carries on the business of a company with fraudulent intent is guilty of a serious criminal offence. It may be tried summarily or on indictment. Any person who is knowingly a party to the carrying on of a business with intent to defraud creditors, or for a fraudulent purpose is guilty of the offence. […]
Personal Liability The directors and other persons engaged in the management of a company may be made personally liable to contribute towards the payment of the debts of the company in a winding up, where they have been found to have been engaged in fraudulent or reckless trading. Fraudulent trading requires that the officer was knowingly a party to the carrying […]
Disqualification Order I A disqualification order is a court order that a person shall be disqualified from being appointed as a director or other officer, statutory auditor, receiver, liquidator or examiner of a company or being in any way, directly or indirectly, involved, concerned or take part in the promotion, formation or management of a company, a friendly society or […]
Automatic Disqualification Certain disqualifications are automatic. Others follow from a court order or conviction. The 2014 Act provides for automatic disqualification for certain offences under the Companies Act and other prescribed enactments. A person is automatically disqualified, if he is convicted on indictment of any offence under the Companies Act or any other enactment as may be prescribed, in relation to a […]
Liquidator’s Obligations I A liquidator is obliged to apply to make an application to the court to restrict the directors of an insolvent company unless excused from so doing by the CEA. The liquidator must give his views regarding whether steps should be taken to restrict or disqualify the directors, to the Corporate Enforcement Authority. The liquidator may request the […]
Restriction and Disqualification Directors may be subject to restriction or disqualification if they are found not to have met minimum standards in the conduct of the company’s affairs. The provisions in relation to restriction and disqualification apply both to directors and to persons who are in effect directors, although not formally appointed. Once restricted or disqualified, it is a serious offence […]
Restriction Order If a declaration of restriction is made, it lasts for five years unless varied. A person who is restricted may apply within a year for relief, either in whole or in part, from the restrictions. The notice of intention to make the application is served on the liquidator. The Court has broad discretion in an application for relief. […]
Striking Off of Companies There are provisions for the voluntary and involuntary strike off of companies from the register of companies. On strike off, the company ceases to exist and its assets vest in a State authority. Voluntary strike off is permissible in certain circumstances, in particular where the company has ceased to trade or never traded at all. There […]
Post-Dissolution When the fact that the company has been struck off is published in the CRO Gazette, the company is dissolved. When a company has been dissolved, it ceases to exist. It can neither sue nor be sued. Any of its assets which have not been disposed of (e.g. by a liquidator), vest in the Minister for Public Expenditure / Finance. A […]
IAASA The Irish Auditing and Accounting Supervisory Authority is the competent authority for oversight of statutory auditors. It is also the competent Authority for EU law purposes for oversight quality assurance investigation and sanction of certain third country auditors and audit entities. The IAASA must be satisfied that the body of accountants recognised have the capacity to ensure compliance with […]