LEGISLATION UPDATES

Recent domestic, finance-related legislation has seen several changes, with more to follow in 2025.

Companies Act 2014 - hardening period changes

The Employment (Collective Redundancies and Miscellaneous Provisions) and Companies (Amendment) Act 2024 (the Act) made a number of important amendments to provisions of the Companies Act 2014 (the 2014 Act) relating to insolvency and hardening periods from 1 July 2024. Changes of potential significance for corporate finance transactions include:

• Related company contribution: The Act has amended (by broadening) the circumstances under which a related company may be ordered to contribute towards the debts of an insolvent company.
• Unfair preference: The Act renders unlimited the time period during which certain acts in favour of creditors can be deemed an unfair preference and invalidated where a company is being wound up.
• Improper transfers: The Act narrows one of the exemptions to this provision allowing a liquidator to apply to court for the return of assets which have been improperly transferred from an insolvent company.

For more on these and other changes, see the Corporate chapter.

Corporate governance, enforcement and regulatory changes

The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (the 2024 Act) was signed by the President on 12 November 2024. At the time of writing, certain sections of the 2024 Act commenced on 3 December 2024 in accordance with Statutory Instrument No. 639/2024.

The 2024 Act enhances and amends the legislative framework provided by the 2014 Act in the areas of corporate governance, enforcement, supervision, administration and insolvency.

Amongst the changes of interest for finance parties are the following:

• permanent ability for a company to hold hybrid or wholly virtual general meetings (unless expressly prohibited by its constitution)
• reinstatement of a provision permitting companies to execute documents under seal in multiple counterparts (then deemed together to be one instrument)
• amendment of section 203 of the 2014 Act to provide that a copy of the directors’ declaration, made in connection with a summary approval procedure related to either: (i) financial assistance for acquisition of shares under section 82, or (ii) a transaction with directors under section 239, must be delivered to the Registrar of Companies (the Registrar) in a form and manner “as may be prescribed” by the Registrar
• introduction of a new power for the Registrar to request evidence to verify the situation of a company’s registered office when a company is applying to register its constitution or submitting a change of its registered office
• introduction of a number of changes to receivership provisions, including a new express entitlement of receivers to remuneration, and stricter obligations around fees, provision of information and filings

For more on these legislative changes, see the Corporate chapter.

Screening Act – final guidance anticipated

The Screening of Third Country Transactions Act 2023 (the Screening Act) introduces a foreign direct investment screening mechanism into Ireland for the first time, as contemplated by EU Regulation 2019/452. Commencement of the Screening Act is expected in January 2025.

In May 2024, the Department of Enterprise, Trade and Employment (the DETE) published its revised draft ‘Guidance for Stakeholders and Investors’ (the Guidance) and we have been engaging with the DETE in relation to certain secured lending and insolvency related aspects of the Guidance in recent months. We are trying to ensure that the Guidance clearly reflects the DETE’s intended operation of the screening mechanism, in the context of existing legal and commercial practice and to ultimately avoid unnecessary notifications being made to the DETE. The final Guidance is expected to be published imminently.

Credit unions

The Credit Union (Amendment) Act 2023 (the CU Act) aims to bring about significant reforms for the credit union sector in Ireland. Phase one of the CU Act came into effect in February 2024 and phase two in April 2024. A third phase was commenced in September 2024 (with consequential amendments made to the regulatory requirements regulations for credit unions from then also).

As a result, credit unions may now:

• engage in loan participation and loan syndication
• refer members to another credit union where they are unable to provide a service
• review plans and policies every three years instead of annually

Future commencement phases will allow for the formation of corporate credit unions, something that is potentially transformative for the sector.

Lapsed bills

The following bills had all been initiated in Dáil Éireann in 2024 when they lapsed upon the dissolution of the Dáil in November 2024. We must wait to see if they will be restored by the new Government. For more on the impact of the General Election on legislation, see this article written by Ann O’Sullivan.

Financial Services and Pensions Ombudsman (FSPO) Bill

The Financial Services and Pensions Ombudsman (Amendment) Bill 2023, published in December 2023, will amend and update elements of the FSPO Act 2017. It passed Second Stage in the Dáil in February 2024 and was awaiting Committee Stage.

Microenterprise Loan Fund Bill

The 2020 Programme for Government committed to scaling up Microfinance Ireland (MFI), so that it could support greater numbers of small businesses and start-ups in accessing finance. Legislation was deemed necessary to restructure MFI’s ownership and governance, and the Microenterprise Loan Fund (Amendment) Bill 2024 was published in March 2024. It is expected to result in increased lending activity by MFI. It passed through the Dáil in September 2024 and was waiting to be scheduled in the Seanad when the Dáil was dissolved.

In August 2024, the Minister for Enterprise, Trade and Employment made regulations increasing MFI’s permissible loan value from €25,000 to €50,000 for microenterprises.

Access to Cash Bill

A recommendation of the Retail Banking Review in November 2022, the Minister for Finance published the Finance (Provision of Access to Cash Infrastructure) Bill 2024 (the Bill) in July 2024. The Bill proposes maintaining cash infrastructure (i.e. ATMs) at 2022 levels, with an obligation on designated entities (initially, the three main Irish retail banks) to maintain sufficient access to ATMs and cash services based on population criteria. The Bill also provides for regulation and supervision of ATM operators and Cash-in-Transit firms by the Central Bank of Ireland (CBI), which will also be responsible for monitoring and enforcing the legislation. The Bill passed Second Stage in the Dáil in September 2024 and was awaiting Committee Stage.

Credit Review Bill

Published in October 2024, the purpose of the Credit Review Bill is to provide for the establishment of the Credit Review Service (the Service), with two key functions:

1. Upon an application being made by a borrower, the Service will review credit refusal decisions for SMEs and farm borrowers.
2. The Service will monitor the lending practices, activities and policies of regulated financial service providers impacting these sectors.

The Credit Review Bill passed Second Stage in the Dáil in November 2024 and was awaiting Committee Stage.

Future bills

The following General Schemes (outlines for future bills) have also now paused as a result of the dissolution of the Dáil. It is open to the new Government to progress these in the future.

IBRC/NAMA Bill

In July 2024, the Department of Finance published the General Scheme of the Conclusion of IBRC Special Liquidation and Dissolution of NAMA Bill to:

• deal with the conclusion of the liquidation of Irish Bank Resolution Corporation (IBRC)
• provide for the transfer of residual activity from IBRC to the National Asset Management Agency (NAMA)
• establish a business resolution unit in the National Treasury Management Agency (NTMA) to subsequently acquire residual activity from NAMA

The General Scheme was undergoing pre-legislative scrutiny when the Dáil was dissolved.

Limited Partnerships Bill

The General Scheme of the Registration of Limited Partnerships and Business Names Bill was also published in July 2024. Amongst other objectives, it would repeal, replace and update the Limited Partnerships Act 1907 to provide for modern business practices, and a robust, transparent, and fit-for-purpose regulatory framework for businesses using the limited partnership model.