02 Corporate
Michelle McLoughlin Senior Practice Development Consultant
Rebecca Clark Senior Practice Development Lawyer
Anne O'Neill Practice Development Lawyer
2025 AT A GLANCE
- The Screening of Third Country Transactions Act 2023 commenced on 6 January 2025.
- The audit exemption for small companies will no longer be lost after one late filing in a five-year period.
- New Irish regulations implemented the EU’s Gender Balance on Boards Directive.
- Ireland’s corporate sustainability reporting regulations were amended to fix certain drafting anomalies.
- The conduct of directors holding multiple directorships was the subject of two cases before the Irish courts.
- The UK’s Privy Council abolished the ‘shareholder rule’, which permitted shareholders to access legally privileged information in disputes with the company.
- The EU’s simplification agenda has dominated, with high-profile amendments proposed to the Corporate Sustainability Reporting and Due Diligence directives.
FOREIGN DIRECT INVESTMENT (FDI) SCREENING
Ireland’s FDI screening legislation, the Screening of Third Country Transactions Act 2023 (the Screening Act), commenced on 6 January 2025. Notifications on inward investment transactions are submitted via an online portal, where they are processed by a dedicated screening unit set up within the Department of Enterprise, Tourism and Employment (the Department). The first annual report on the operation of the Screening Act is expected in Q1, 2026.
Feedback from the screening unit so far indicates that it has seen fewer notifications than expected. Around two-thirds of notifications received were precautionary and not actually notifiable, partially the result of continuing uncertainty around the parameters of the broadest categories, such as critical infrastructure. The Department plans to issue updated guidelines on the regime in early 2026.
It has not been reported publicly how many transactions have been permitted subject to conditions, or if any have been refused permission to continue. However, the ‘call-in’ powers provided for by the Screening Act have not been exercised in this first year.
New EU regulation
Negotiations are ongoing between the European Commission (the Commission), the European Parliament and the Council of the EU on the proposal for a new FDI Screening Regulation (the proposed Screening Regulation). The aim of the proposed Screening Regulation is to better harmonise FDI screening across the EU. When enacted, it will replace the current EU regulation (2019/452/EU). The comparative four-column table of positions, published after the first trilogue meeting, sets out the areas where the sides are aligned and where compromise needs to be reached. Agreement is expected before the end of the year, with a view to commencement of the proposed Screening Regulation around mid-2026.
The core proposals of the proposed Screening Regulation include:
- Improved cooperation and enhanced Commission powers: It is proposed to grant the Commission additional rights to submit comments and issue opinions to screening Member States. The screening Member State will also be required to give “utmost consideration” to comments received from the Commission and other Member States – a higher standard than the “due consideration” required under the current Regulation.
- Standardisation: It is proposed to standardise the supply of information under the cooperation mechanism by introducing a form via an implementing regulation. It is also proposed to introduce new timelines for delivery of comments and decisions, to create more certainty for investors.
- Wider scope: Firstly, it is proposed to broaden the minimum sectoral scope where screening of FDI will be mandatory. Member States currently have discretion to define the sectors deemed to be “strategic” or “critical” to their national security interests (subject to the broad categories set out in article 4(1) of the current Regulation). The proposed Screening Regulation will also definitively capture transactions within the EU where the direct investor is established in the EU but is ultimately controlled by people or entities from a non-EU country (indirect investments).
GENDER BALANCE ON BOARDS
New regulations
The European Union (Gender Balance on Boards of Certain Companies) Regulations 2025 (the Regulations) were signed into law on 28 May 2025. The Regulations transpose the EU’s Gender Balance on Listed Company Boards Directive (EU) 2022/2381 (the Directive) into Irish law.
The Directive aims to secure more balanced gender representation on the boards of listed companies in the EU by introducing gender quotas that in-scope companies must report on annually. Companies have until 30 June 2026 to meet the prescribed quotas. Failing this, they must adjust their selection procedures when recruiting for board positions.
Companies in scope
The Regulations apply to large, Irish-incorporated public limited companies (PLCs) which have their registered offices in the State and shares admitted to trading on an EU regulated market (defined in the Regulations as “relevant listed companies”). The Regulations do not apply to micro, small or medium-sized enterprises, which are defined as companies with less than 250 employees and either an annual turnover not exceeding €50m or an annual balance sheet total not exceeding €43m. Irish PLCs listed only on a junior/growth market (such as Euronext Growth) or on a non-EU market (such as in the UK or the US) are also outside the scope of the Regulations.
Gender balance objectives
Ireland has chosen the objective of reaching 40% representation by the “underrepresented sex” (typically female) among non-executive directors (NEDs) by 30 June 2026 (the 40% objective).
While there are annual reporting obligations for all in-scope companies, companies that have reached, or exceeded, the 40% objective by 30 June 2026 are not obliged to take further steps.
The focus is on NEDs, but the Regulations also seek to make relevant listed companies more accountable for achieving gender balance among their executive directors. They must set individual quantitative objectives with a view to improving the gender balance among executive directors and make this information publicly available.
40% objective not reached
Where a company (an “applicable listed company”) has not achieved the 40% objective by 30 June 2026, the Regulations require it to adjust its processes for selecting candidates for NED positions by:
- establishing “clear, neutrally formulated and unambiguous criteria in writing” in advance of the selection process
- selecting candidates on the basis of a “comparative assessment of the qualifications of each candidate”
- applying the selection criteria in a “non-discriminatory manner throughout the entire selection process”
- giving priority to the underrepresented sex when choosing between candidates who are equally qualified in terms of “suitability, competence and professional performance”
This priority of the underrepresented sex should only be overridden in “exceptional cases” where “reasons of greater legal weight” are invoked, based on an “objective assessment”. An unsuccessful candidate is entitled, on request, to information relating to the company’s selection process.
Annual reporting
Beginning in 2026, all in-scope companies must report to the Minister for Children, Disability and Equality (the Minister for Children) by 30 November each year on:
- the gender representation of their boards, distinguishing between executive directors and NEDs (to be uploaded to a designated website)
- the measures taken to achieve the 40% objective for NEDs and the individual quantitative objectives for executive directors (provided in “such form and manner as the Minister may specify”)
- where relevant, the reasons why the company has not achieved the 40% objective and/or its individual objectives for executives, along with a “comprehensive description” of the measures it has taken, or intends to take, to achieve the objective (provided in “such form and manner as the Minister may specify”)
The above information must also be published on the company’s website and included in the company’s corporate governance statement. A copy of this corporate governance statement must be submitted to the Minister for Children.
From 1 December 2027, any company that fails to comply with any of the documentation, publication or reporting obligations will have its details published on a website chosen by the Minister for Children.
How Ireland is faring
The eighth annual report from Ireland's Balance for Better Business Review Group, published in November 2025, revealed that the percentage of female NEDs on the boards of Irish listed companies in 2025 stood at 45.8% (up from 44% in 2024 and 19% in March 2019). Ireland now ranks fifth in the EU for the representation of women on the boards of large listed companies (up 11 places since 2018).
While there has been marked progress in increasing the representation of women in listed company NED positions since the Review Group began reporting in 2019, the same cannot be said for representation among executives. Just 8.8% of listed company executive directors were female in March 2019 and that figure stands at a mere 13% today.
It is hoped that the requirement for companies to set individual quantitative objectives under the Regulations will drive improvement. The Review Group also has a new target for organisations to exceed 40% female representation on boards and leadership teams by 2028.
It will be interesting to see if other companies, outside the scope of the Regulations, will voluntarily disclose their board representation figures when section 17 of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (the 2024 Act) is commenced.
Based on the latest figures, private companies have much healthier figures than their public counterparts – 65% female NEDs and 35% female executives in 2025. The NEDs figure is up from 52% in 2023, but the figure for female executives has dropped considerably, from 48% in 2023.
COMPANY LAW REFORM
Second chance to retain audit exemption
Section 22 of the 2024 Act commenced on 16 July 2025. It has amended section 363 of the Companies Act 2014 (the 2014 Act) on the audit exemption available to small, micro and dormant companies (but not to groups). Prior to amendment, a company lost its audit exemption for two years after failing to deliver its annual return on time.
Now, a company will now only lose its audit exemption if it files its annual return late on more than one occasion within a five-year period.
Outstanding provisions of the 2024 Act
While much of the 2024 Act commenced in December 2024, several sections still await commencement. These include:
- empowerment of the Companies Registration Office (the CRO) to request the notification of certain resolutions in a prescribed form and manner (such as those relating to the summary approval procedure)
- provisions regarding the delivery of information by and to receivers
- amendments to the rescue process for small and micro companies (otherwise known as the Small Companies Administrative Rescue Process (SCARP))
- voluntary filing, with a company's annual return, of information on the gender make-up of a company's board of directors
Directors’ residential addresses
Under the 2014 Act, companies must keep a register of directors and secretaries. This register must contain the “usual residential address” of each company officer and be made available for inspection to any member of the company and to any other person for a fee. The same residential addresses must also appear on certain company filings with the CRO, such as those related to the appointment or removal of directors, and these filings are similarly available to the public for a fee.
Concerns have long been expressed regarding the potential risks to personal safety and security posed by the public availability of this sensitive data; risks to both company officers and individuals unconnected with the company who may reside at the residential address.
Under the Companies Act 2014 (Section 150) (No. 2) Regulations 2015, companies may apply to omit a director’s address from company filings, but only where the individual can demonstrate a risk to their personal safety, which must be supported by a statement from a Garda not below the rank of Chief Superintendent. This regime has been criticised for being overly onerous and for failing to apply retrospectively (in other words, historical filings were not redacted to remove residential addresses). The fact that the exemption is automatically cancelled if a home address is inadvertently included on any CRO filing has also been heavily criticised.
The Department has launched a public consultation, which proposes the following:
- In addition to their residential address, company officers will be required to provide a “contact address” (located in the State).
- This contact address could be their usual residential address, the registered office of the company, or another address.
- This contact address will be the only publicly available address, published on the company’s register and in CRO filings.
- The officer’s residential address will be retained by the company and the CRO, but only disclosed to prescribed persons, such as competent authorities and law enforcement, or upon court order.
These proposals are in line with the recommendations of the Company Law Review Group (the CLRG) published in September 2025. While change is welcome, there will be some disappointment that the proposals do not go further. For example, many stakeholders advocated for retrospective application of the law to protect personal data in historical filings. It is likely that responses to the public consultation will press the retrospectivity point.
KEY CASES 2025
Conduct of directors
It is notable that two cases before the Irish courts this year have concerned the conduct of directors holding multiple directorships. In June 2025, the High Court in Downtul Limited [In Liquidation] v Companies Act [2025] IEHC 358 ordered the restriction of two directors who were estimated to hold 134 and 170 Irish company directorships apiece. The Court opined that being a director of so many companies brings with it a “heightened onus” to document and formalise the decisions of each company separately.
In October 2025, it was reported that a director of about 65 Irish companies had agreed to disqualification for reckless trading. A written judgment is expected in 2026 when Clifton Court Hotel Limited (In Voluntary Liquidation) will be back before the High Court.
The decision in Downtul is a very useful distillation of what is expected of directors, especially in complex corporate structures where a director must juggle and prioritise the interests of multiple companies. The evidence showed that there was a “fundamental failure to understand or appreciate the need to separately consider and weigh the interests of Downtul as a separate legal entity”. The Court found that the directors made decisions that were demonstrably not in the company's interests, or the interests of its creditors.
The case is also a good reminder of the importance of maintaining good corporate governance practices, including holding meetings, documenting decisions and keeping company books up to date. The directors here relied on their relationship as brothers to manage the affairs of the company. There was no record of any meetings held, or documentation of any decisions taken with regard to the company, from 2017 onwards, which the Court viewed as a serious failure of governance. This informality also hindered the directors’ defence, because they had a paucity of documentation to draw upon.
Further analysis of Downtul is available here. An appeal against the decision of the High Court has been lodged by the directors.
Legal privilege in shareholder disputes
Directors have a duty to act in the interests of the company, but they must also comply with the rules governing disclosure to shareholders. The ‘Shareholder Rule’ has been a part of English and Irish company law for over a century, albeit with somewhat differing treatment by the respective courts. It operates as an exception to legal advice privilege whereby a company cannot assert legal privilege against a shareholder save in relation to documents created expressly for the purpose of litigation against that shareholder.
That rule has been abolished in England and Wales as of 24 July 2025 and the decision of the UK’s Privy Council in Jardine Strategic Limited v Oasis Investments II Master Fund Ltd No 2 [2025] UKPC 34. For more on this case, see here.
The rule was most recently considered by the Irish courts in Re Brock Delappe Ltd [2023] IEHC 318. In this case, the High Court reaffirmed that a shareholder’s entitlement to a company’s legal advice was based on the joint interest between a company and its shareholders, which ceases when their relationship is “sundered by litigation”. This remains the position in Ireland, but the decision in Jardine could be persuasive to an Irish court, if the right case came along.
LOOKING AHEAD
- Legislation to amend the Companies Act 2014 on the publication of directors’ residential addresses is anticipated in 2026.
- Publication of bills to modernise the law on limited partnerships, business names and co-operative societies is still awaited. In the case of co-operative societies, it has been three years since the publication of the General Scheme.
- The outstanding provisions of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 will most likely be commenced in the coming months.
- A new EU Regulation on foreign direct investment screening is expected by mid-2026.
- The EU institutions are working towards a year-end deadline for finalisation of amendments to the Corporate Sustainability Reporting and Due Diligence Directives. We will see more simplification packages from the European Commission in 2026.