The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 was signed into law on 12 November and amends the Companies Act 2014 (the Act). Commencement orders are needed for its provisions to become operational.

The first commencement order commences certain provisions with effect from 3 December 2024, including:

• Common Seal: A new section 43A, reinstating on a permanent basis the temporary measure which was previously available for the duration of the “interim period”, facilitates the execution of instruments under seal on separate counterparts. Section 43A applies “notwithstanding any provision of the company’s constitution” and therefore will be an alternative to any provision regarding the affixing of the common seal set out in the company’s constitution. For more see our recent Insights.

• Virtual General Meetings: A new section 176A allows companies the option to conduct general meetings in fully virtual or in hybrid format with attendees participating via electronic communications technology in accordance with the provision. Section 176A(1) is an “optional provision” while sections 176A(2) – (11) are expressed as mandatory provisions of the Act. Accordingly, companies should check their constitutions. Where a company has disapplied all optional provisions under the Act it will need to include an express regulation in its constitution if it wishes to facilitate a virtual meeting. Where a company’s constitution currently includes bespoke regulations facilitating virtual general meetings, the company will need to ensure that any such meetings comply with the requirements of section 176A(2) – (11).

• General Meetings of “relevant issuers”: Section 1087G is amended to provide that the “record date” for an adjourned general meeting of a relevant issuer shall be the record date of the original meeting, subject to the adjourned meeting occurring within 14 days of the original meeting.

• Domestic Mergers: Section 462 of the Act is amended to provide that one of the merging companies must be an LTD or a DAC. Consequently, a merger under Part 9 between two or more DACs is permitted. In addition, where a group of subsidiary companies is owned by the same parent company, a merger by absorption may be facilitated in one transaction.

• Involuntary Strike-Off: Three additional grounds are introduced for involuntary strike-off of a company by the Registrar: (1) failure to deliver notice of change of registered office; (2) where there is no company secretary recorded in the CRO; and (3) failure to file beneficial ownership information with the RBO.

• CEA Powers: The Corporate Enforcement Authority (CEA) has been given enhanced statutory powers. A new category 2 offence is created, where a person obstructs, interferes with, or impedes an officer of the CEA. This offence will form part of the “relevant obligations” for the purposes of the directors’ compliance statement.

Provisions including the delivery of certain shareholder resolutions and summary approval procedure declarations to the CRO “in the manner and form as may be prescribed” have not been included within this commencement order and it is not anticipated that such provisions will be commenced until 2025.