On 11th July 2025, the Companies (Amendment) Act, 2025 has been officially published in the Government Gazette following its enactment by Parliament. The provisions of this Act shall come into effect on a date that will be specified by a separate Legal Notice. The changes clarify company classifications, align regulations with financial sector needs, enhance Registrar communication via email, and empower the Minister to issue sector-specific rules for partnerships and limited liability companies.
A notable change includes the removal of the definition of “exempt company,” which previously created a sub-category of private companies. Further, the Act clarifies the rights of usufructuaries of shares, who may now attend general meetings and receive dividends, though they are only entitled to vote if such right is expressly provided in the relevant legal documentation or company statutes.
The amendments introduce simpler procedures for capital contributions, notably allowing a director’s declaration to replace an expert’s report for non-cash contributions not exceeding €50,000. Alongside, communication requirements have been enhanced to ensure timely and effective regulatory correspondence. Companies are now required to maintain a valid and regularly monitored electronic mail address and must notify the Registrar within 14 days of any changes to their email address.
In terms of administrative efficiency, the Act introduces a new simplified voluntary dissolution procedure for companies that meet specific criteria, such as being inactive, having minimal assets, no debts or pending proceedings, and no regulatory obligations.
Furthermore, companies that were struck off the register and later reinstated by court order may now apply jointly with the Registrar for an extension of their reinstatement period if justified by ongoing legal or administrative needs.
This article provides an overview of select key amendments introduced to the Companies Act by Act No. XVIII of 2025. It is not intended to serve as an exhaustive summary of all legislative changes. For further information or specific guidance, please feel free to contact us.