Recent Changes To The Companies Act 2024 (Corporate Governance, Enforcement and Regulatory Provisions)

The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (the “2024 Act”) came into effect on 3 December 2024.  

Whilst the majority of the provisions under each pillar came into effect on commencement on 3 December 2024, a number of key changes have now commenced.

Audit Exemption

The much anticipated change to the current audit regime has commenced with effect from 16 July 2025 and provides for a change to the current audit exemption regime, whereby small and micro sized companies will not, in future, automatically lose the privilege of audit exemption on a first occasion, in a five-year period, of late filing of an annual return with the Companies Registration Office (CRO).

It is important to note that whilst companies may not lose audit exemption on the occasion of a once-off late filing arising in a five-year period, they will still be subject to late filing fees with the CRO if annual returns are not filed on time.

Section 22 replaces section 363 of the Companies Act 2014 (whereby a company loses its audit exemption on the first occasion of its failure to deliver an annual return) with an updated regime as follows: 

• provides that a company that qualifies as a small company will not be entitled to an audit exemption for the following two years where it fails to deliver its annual return and has previously failed to file an annual return in any of the previous five financial years 

• further provides that a company’s first annual return or previous failure to file an annual return before the commencement of the provision (as the company has already lost its audit exemption) shall not be considered a previous failure.

Late annual returns filed up to midnight on 15 July 2025 will still require an audit for the following two annual returns.

RBO Filings

The Companies Registration Office and the Register of Beneficial Ownership have confirmed that involuntary strike-offs will soon begin for companies that haven’t filed their Register of Beneficial Ownership (RBO) information.

Since 2022, RBO enforcement has been increasing, and the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 has now introduced failure to file RBO details as an official ground for involuntary strike-off of the Company in default. With an estimated 10–12% of companies still non-compliant, thousands of entities are potentially at risk.
 

• Newly incorporated entities have 5 months from the date of incorporation to make the required filings.

• Those registered on or before the 22nd June 2019 were required to file for the first time by November 2019.

If it is imperative that you ensure that you have submitted your RBO information to ensure that you are compliant and not at risk of a potential involuntary strike-off.

Involuntary Strike Off

The Act provides for 3 additional grounds for involuntary strike off:-

1. Failure to notify the Registrar of a change of registered office on receipt of a notice from a registered office agent that the registered office of the company is no longer in care of that agent

2. Failure to have a secretary on record

3. Failure to file with the RBO

These additional grounds will not give rise to the disqualification of the directors

The remaining provisions of the 2024 Act relate to a variety of administrative and filing matters relating to the CRO and will be commenced later in 2025.