Our statutory functions
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. If you would like to make a complaint, express a concern or make a protected disclosure regarding an apparent breach of company law, further information about how to do so can be accessed on the Complaints, Concerns & Protected Disclosures page;
- 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 an 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 (as elaborated upon below under powers);
- 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.
Our statutory powers
In order to enable us to discharge our functions, we have been conferred with certain investigative and enforcement powers, both civil and criminal. These include:
Powers of investigation
- the power to require the production of documents (including electronic documents) by companies and relevant third parties;
- powers of search and seizure;
- the power of arrest (i.e., by CEA officers who are also members of An Garda Síochána); and
- the right to request the Courts to approve/trigger certain additional investigative measures such as, for example, the granting of production orders relating to banking records and the appointment of Court-appointed Inspectors.
- the power to offer, legally binding if accepted, restriction and disqualification undertakings;
- the power to apply to the High Court for the disqualification of company directors in certain circumstances;
- the power to apply to the High Court to have a company wound up (liquidated) in certain circumstances;
- the power to initiate summary prosecutions in the District Court;
- the right to refer more serious matters to the Director of Public Prosecutions for consideration as to whether criminal charges should be directed on indictment (i.e., before the Circuit Court).
In discharging our enforcement mandate, we supervise the corporate insolvency process and conduct financial and related investigations across the full spectrum of companies, from SMEs and not-for-profits to companies whose securities are publicly listed.
Our sources of information
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.
All information received by us is handled in accordance with our statutory confidentiality obligations.