KEY THEMES IN CORPORATE
ACTS COMMENCED IN FULL SINCE PREVIOUS TRACKER
ACTS AWAITING COMMENCEMENT
Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024
Date signed into law: 12 November 2024
The primary purpose of this act is to enhance and strengthen enforcement and regulatory provisions in the Companies Act 2014, aiming to bring with it more flexibility and practical processes for Irish entities. It will permanently provide for the option of virtual shareholder meetings and other issues raised in the DETE public consultation on proposals to enhance the Companies Act 2014 that closed in May 2023.
Latest stage: Some parts of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 were commenced by S.I. No. 639/2024 and with an effective date of 3 December 2024. These include the execution of documents under seal provision referenced above. A number of other parts, including the provision relating to the declaration used for the SAP procedure, are awaiting commencement.
PRIVATE MEMBERS' BILLS
NOTE: Many bills lapsed with the dissolution of the Dáil Éireann on 8 November 2024, as well as by reason of the Seanad General Election in January 2025. Some bills were restored by the new Dáil Éireann on 5 February 2025 and similarly various bills were restored by the new Seanad Éireann on 19 February, 4 and 20 March 2025. Where reinstatement is approved, the bill re-enters the relevant Order Paper at the same stage it was at before the dissolution
Irish Corporate Governance (Gender Balance) Bill 2021
This bill proposes to make provision for the regulation of gender balance on the boards and governing councils of corporate bodies and related matters. As it is not a government-sponsored bill, it is unlikely to progress further. Government previously indicated its support for the principles underlying the bill but the outcome of the transposition of the Directive on Gender Balance on Corporate Boards (below) is expected to inform this.
Latest stage: The bill lapsed with the dissolution of Dáil Éireann.
IRISH PROPOSED LEGISLATION
Miscellaneous Provisions (Registration of Limited Partnerships and Business Names) Bill
This bill proposes to reform the Limited Partnership Act 1907 and the Registration of Business Names Act 1963, strengthening Ireland’s regulatory framework and responding to concerns raised in relation to the transparency of limited partnerships. This repeals and replaces the Limited Partnerships Act 1907 and the Registration of Business Names Act 1963. Both acts require updating to provide for modern business practices and a robust, transparent and fit for purpose regulatory framework for those engaged in business using a business name or the limited partnership model.
Latest stage: Heads of bill approved in July 2024. Listed as "all other legislation" in the Spring 2025 Legislative Programme.
Industrial Development (Miscellaneous Provisions) Bill
The primary purpose of the bill is to amend the Industrial Development Act 1986 to strengthen IDA’s provision of (i) environmental aid grants, (ii) training aids, and (iii) consultancy grants.
It will also provide that IDA Ireland be permitted to establish jointly owned bodies corporate, with the sole purpose of developing critical industrial and commercial property and infrastructure.
This bill also contains four additional unrelated amendments in respect of Enterprise Ireland (re FOI), and the Health and Safety Authority (two technical enabling amendments to the Dangerous Substances Act 1972) and necessary amendments to the Copyright Act following a CJEU judgment.
Latest stage: General Scheme published on 4 March 2025. Listed as “all other legislation” in the Spring 2025 Legislative Programme.
This measure aims to establish a new legislative framework for co-operative societies. It will consolidate and reform current provisions and will introduce corporate governance, financial reporting and compliance requirements similar to those applicable to companies. Entities which register under the new legislation will be required to adhere to the co-operative ethos.
The new regime proposes to:
- simplify the procedure to establish and operate a co-operative society
- reduce the minimum number of founding members (from seven to three) and expand the categories of founding members to include bodies corporate
- permit virtual and hybrid participation at general meetings
- give co-operatives certain flexibilities in drafting their governing rules to reflect their requirements.
The Joint Oireachtas Committee on Enterprise, Trade and Employment's pre-legislative scrutiny report raised concerns about issues such as a mandatory legal reserve, and recommended further consideration of several issues.
Latest stage: Work is ongoing. Listed for priority drafting in the Spring 2025 Legislative Programme.
Broadcasting (Amendment) Bill
This bill aims to reform the legislative basis for the corporate governance of RTÉ and TG4, including assigning the C&AG as auditor of RTÉ and strengthening the role and duties of the RTÉ board, in line with the recommendations of the Expert Advisory Committee on Governance and Culture in RTÉ. The bill also seeks to enhance the system of assessing the performance of RTÉ and TG4, and to provide for the establishment of a statutory media fund in line with the recommendations of the Future of Media Commission.
Latest stage: Heads of Bill approved in October 2024. Listed for priority drafting in the Spring 2025 Legislative Programme.
EU DIRECTIVES
Directive on Corporate Sustainability Reporting ("CSRD")
Date published: 16 December 2022
The Corporate Sustainability Reporting Directive is an EU directive that requires in-scope companies to report extensive sustainability information in a dedicated section of their annual reports. Although an EU directive, reporting can be required in respect of companies in any country globally. Member States were required to transpose the Corporate Sustainability Reporting Directive into their national laws by no later than 6 July 2024.
Reporting will require a limited assurance audit at the outset, but this will in time progress to a full reasonable assurance audit. Reporting under CSRD must be performed in accordance with the European Sustainability Reporting Standards (“ESRS”). The first set of ESRS, which are ‘sector-agnostic’ and apply to most directly in-scope companies, across the three pillars of ESG, include standards concerning climate change, pollution, water and marine resources, biodiversity and ecosystems, resource use and circular economy, own workforce, workers in the value chain, affected communities, consumers and end-users and business conduct. To determine the information to be reported under each standard, a double materiality assessment must be undertaken by each in-scope company in line with the ESRS.
Reporting will be phased in over stages as follows:
EU Member States were required to transpose CSRD into national law by 6 July 2024. Irish transposing legislation was published by the July transposition deadline so Ireland met its transposition obligations. Further sector-specific ESRS and ESRS for companies incorporated outside of the EU were due to be adopted before July 2024 but the deadline for adoption has been delayed until 2026.
On 26 February 2025, the European Commission proposed changes to certain EU ESG laws, including the CSRD, as part of the first “omnibus simplification package”. While the proposals have been described by the Commission as ‘simplification’ rather than ‘deregulation’ efforts, the effect of the proposals, if adopted, would be to significantly scale-back CSRD reporting obligations, with 80% of companies taken out of scope and a two-year delay to reporting for those that would continue to be subject to the CSRD.
Transposition date: 6 July 2024
Matheson insights:
Updates Regarding the Corporate Sustainability Reporting Directive
CSRD: The European Commission Proposes Significant Deregulation
EU DIRECTIVES AWAITING IMPLEMENTATION (TRANSPOSITION)
Directive on Gender Balance on Corporate Boards
Date published: 7 December 2022
Under this directive, each Member State must decide whether to require in-scope EU registered companies with shares listed on an EU regulated market to aim, by 30 June 2026, to have:
- members of the underrepresented sex hold at least 40% of non-executive director positions ("NED Objective"); or
- members of the underrepresented sex hold at least 33% of all director positions, including both executive and non-executive directors ("Board Objective").
A listed company failing to meet the NED Objective or Board Objective, as applicable under national law, must adjust its board selection procedure. Member States must ensure that where listed companies are not subject, under national law, to the Board Objective, individual quantitative objectives with a view to improving the gender balance among executive directors are established.
There is no attempt to harmonise national laws on selection processes or qualification criteria. The core aim of the directive is that Member States ensure that, when listed companies are choosing between candidates for directorship positions who are equally qualified in terms of suitability, competence and professional performance, priority is given to the candidate of the underrepresented sex. Qualification and merit remain the essential criteria.
Latest stage: The directive was published in the EU Official Journal on 7 December 2022 and is now in force. Member States had until 28 December 2024 to transpose the new rules into national law. Ireland have not yet transposed the Directive into Irish law.
Directive on Corporate Sustainability Due Diligence (“CS3D”)
Date published: 5 July 2024
This directive establishes a corporate sustainability due diligence duty and aims to foster sustainable and responsible corporate behaviour throughout global value chains. Companies in scope must identify and, where necessary, prevent, end or mitigate adverse impacts of their activities on human rights, such as child labour and exploitation of workers, and on the environment.
The directive will apply to EU-incorporated companies with more than 1,000 employees and net worldwide turnover of more than €450 million (including when consolidated with any subsidiaries) and non-EU incorporated companies that have generated more than €450 million of net turnover in the EU in two consecutive financial years. The directive also includes provisions designed to capture companies that do not meet these thresholds but enter into certain franchising or licencing agreements. The legislation also includes certain carve-outs for the financial services sector: alternative investment managers and certain investment funds are entirely out of scope, while it envisages that companies in the financial services sector will only be required to perform due diligence in respect of their ‘upstream’ chain of activities (ie excluding their customers). It should be noted however, that the directive will apply on a phased basis over three years, starting with the largest companies in 2027. Significantly fewer companies will come into scope for the directive than under the related Corporate Sustainability Reporting Directive. However, given that businesses all over the world are likely to fall within the supply chains of larger businesses that are directly in-scope, this directive will likely have far reaching implications for many EU businesses.
Latest stage: The directive was published in the EU Official Journal on 5 July 2024 and is now in force. Member States have until 26 July 2026 to transpose the new rules into national law. A phased in approach will apply following transposition by Member States. On 26 February 2025, the European Commission published the first “omnibus simplification package”, which include amendments to the CS3D.
Matheson insights
Updates Regarding the Corporate Sustainability Reporting Directive
CSRD: The European Commission Proposes Significant Deregulation
CSRD & the Omnibus Package – Impact on SPVs
Directive to Upgrade Digital Company Law
Procedure reference: 2023/0089 (COD)
Date published: 29 March 2023
The new Directive aims to improve transparency in relation to EU companies by making more information available on a cross-border basis, enabling the cross-border use of trustworthy company data, and further modernising EU company law rules to make them fit for the digital age. This represents the second step in the digitalisation of company law and will build on the 2019 Digitalisation Directive.
The Directive:
- makes more information about companies publicly available in particular through the Business Registers Interconnection System ("BRIS");
- ensures that company data in business registers is accurate, reliable and up-to-date, for example by providing for checks of company information before it is entered in business registers in all Member States;
- removes formalities such as the need for an apostille for company documents, applying the “once-only principle” when companies set up subsidiaries and branches in another Member State, and introducing a multilingual EU Company Certificate to be used in cross-border situations.
Latest stage: The final act, signed by co-legislators on 19 December 2024, was published on 10 January 2025 in the EU Official Journal. Member States have until 31 July 2027 to implement the provisions necessary to comply with this Directive.