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2024 was another busy year for the Corporate Enforcement Authority (the CEA). The Annual Report 2024 (the 2024 Report) presents some valuable insights into last year’s trends in corporate enforcement activity and reflects those we have seen playing out so far in 2025. The 2024 Report also highlights some of the key priorities which those involved in corporate governance should keep to the forefront when performing their own governance obligations. The 2024 Report should be essential reading for anyone considering becoming a director.
Director disqualifications and restrictions on the rise
The number of director restrictions and disqualifications in 2024 was up over 40% on the previous year’s figures. In total, 98 directors were restricted and 22 were disqualified in 2024. In a change from the CEA’s previous annual report, the names of restricted and disqualified directors are reported in the 2024 Report.
Case studies in the 2024 Report provide more detail on the types of behaviour that led to directors’ restriction or disqualification. Such behaviour included failure to maintain proper accounting records, failure to prepare statutory financial statements, lack of co-operation with liquidators, evidence of the misappropriation of company funds, and indications of the fraudulent claiming of payments from the Covid-19 wage subsidy schemes.
Of the 98 director restrictions, 88 of these were obtained by means of directors agreeing to undertakings offered by the CEA (an 81% acceptance rate). Just 10 restrictions were imposed by the courts. These undertaking figures are on par with those from 2023.
The more serious sanction of disqualification was imposed on 22 directors. Again, the majority were obtained by undertaking (16, a 56% acceptance rate). Only six disqualifications were imposed by court order.
Involuntary strike-off
Two director disqualifications in 2024 arose as a result of insolvent companies being involuntarily struck off the Register of Companies. The directors in these cases agreed to disqualification undertakings offered by the CEA.
The 2024 Report notes that the CEA’s activity in this area has been curtailed as a result of the suspension of the Companies Registration Office’s (the CRO's) strike-off programme. As this programme resumes, the directors of struck-off companies will face greater scrutiny by the CEA. The 2024 Report further notes that directors of companies which are struck-off with significant liabilities can avoid disqualification by taking steps to reinstate the company to the Register.
Reporting by liquidators and auditors
984 liquidators’ reports were received in 2024, a 23% increase on 2023. The number of companies entering insolvent liquidation continued to rise in 2024 and were at their highest level since 2016.
In 2024, the CEA received 157 indictable offence reports from company auditors.
Activities of the CEA
As well as the above, the 2024 Report also details further activities of the CEA during 2024. There are 22 case studies, which are illustrative of the type of work undertaken by the CEA and the issues it is seeking to address.
The 2024 Report outlines how the CEA is achieving its three-pillar strategy:
embedding governance structures, building operational capability, and establishing presence
effective advocacy and influencing
operating effective systems of proportionate, robust, and dissuasive enforcement
Case studies
The case studies are useful for directors and practitioners and give an insight on how matters are being addressed by the CEA, including circumstances where they may not offer an undertaking. The 2024 Report states that the case studies indicate the “careful and tiered approach towards the utilisation of the CEA’s suite of enforcement powers”.
Among the areas covered in the case studies are complaints by the public, actions and orders to compel compliance with the Companies Act 2014, directors’ compliance, actions against liquidators, and actions involving directors.
Criminal convictions
On the enforcement side, criminal convictions were obtained for the following cases:
Case study 20: Criminal conviction was obtained for deception and theft, as well as for the company law offence of furnishing false information to the CRO. This resulted in a sentence of seven years’ imprisonment and automatic disqualification from acting as a company director for five years.
Case study 21: A former company chair was convicted of the company law offence of failing to take all reasonable steps to secure a company’s compliance with its accounting obligations. This resulted in the imposition of a fine of €10,000 and automatic disqualification from acting as a company director for five years.
Case study 22: In the first prosecution for acting as a company director while disqualified, the individual in question pleaded guilty and received a nine-month suspended sentence and a further ten-year disqualification.
The 2024 Report indicated that, at the end of 2024, “4 files were with the Office of the DPP for consideration as to whether charges should be directed and, in addition, a number of trials are pending on foot of the DPP having previously directed charges against individuals”.
No doubt, we will continue to see more enforcement actions from the CEA for the remaining five months of 2025!
Date published: 30 July 2025
