Companies Act 2014

35

Authorisation of an electronic filing agent

35. (1) A company may authorise a person (who shall be known and is in this Act referred to as an “electronic filing agent”) to do the following acts on its behalf.

(2) Those acts are—

(a) the electronic signing of documents that are required or authorised, by or under this Act or any other enactment, to be delivered by the company to the Registrar; and

(b) the delivery to the Registrar, by electronic means, of those documents so signed.

(3) The authorisation of a firm (not being a body corporate) by its firm name to do the foregoing acts on behalf of a company shall operate to authorise the following persons to do those acts on the company’s behalf, namely those persons who are from time to time during the currency of the authorisation the partners in that firm as from time to time constituted.

(4) Subject to the following conditions being satisfied, an act of the foregoing kind done by such an agent on behalf of a company pursuant to an authorisation by the company under this section that is in force shall be as valid in law as if it had been done by the company (and the requirements of this Act or the other enactment concerned with respect to the doing of the act have otherwise been complied with (such as with regard to the period within which the act is to be done)).

(5) The conditions mentioned in subsection (4) are—

(a) that prior to the first instance of the electronic filing agent’s doing of an act of the kind referred to in subsection (2), pursuant to an authorisation by the company concerned under this section, the authorisation of the agent has been notified by the company to the Registrar in the prescribed form; and

(b) the doing of the act complies with any requirements of the Registrar of the kind referred to in sections 12(2)(b) and 13(2)(a) of the Electronic Commerce Act 2000.

(6) It shall be the joint responsibility of a company and the electronic filing agent authorised by it under this section to manage the control of the documents referred to in subsection (2).

F20[(7) An electronic filing agent shall not, by virtue of his or her authorisation under this section to act as such, be regarded as an officer or servant of the company concerned for the purposes of F21[section 1535(2) or (3)].]

Annotations

Amendments:

F20

Substituted (17.06.2016) by European Union (Statutory Audits) (Directive 2006/43/EC, as amended by Directive 2014/56/EU, and Regulation (EU) No 537/2014) Regulations 2016 (S.I. No. 312 of 2016), reg. 7, in effect as per regs. 1(2), 3 and subject to transitional provision in reg. 143.

F21

Substituted (21.09.2018) by Companies (Statutory Audits) Act 2018 (22/2018), s. 5, S.I. No. 366 of 2018.

F22

Substituted by Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (44/2024), s 6(a), not commenced as of date of revision.

F23

Inserted by Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (44/2024), s 6(b), not commenced as of date of revision.

Modifications (not altering text):

C14

Prospective affecting provision: subs. (1) substituted and subss. (8) to (10) inserted by Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (44/2024), s. 6, not commenced as of date of revision.

F22[(1) A company may authorise an electronic filing agent to do the following acts on its behalf.]

F23[(8) (a) The Registrar may, on application made to him or her by a person in the prescribed form, approve the person to act as an electronic filing agent for the purposes of this section, and a person so approved shall be known, and is in this Act referred to, as an “electronic filing agent”.

(b) Where an application under paragraph (a) is made by a trust or company service provider, the Registrar shall not grant approval under that paragraph unless the person is the holder of a relevant authorisation.

(c) The Registrar shall withdraw an approval granted under paragraph (a) where the person ceases to be the holder of a relevant authorisation.

(9) (a) The approval of a firm (not being a body corporate) by its firm name to act as an electronic filing agent for the purposes of this section shall operate as an approval of the following persons to act as electronic filing agent for the purposes of this section, namely those persons who are from time to time during the currency of the approval the partners in that firm as from time to time constituted.

(b) A firm approved under this section shall notify the Registrar in the prescribed form of any change in the partners in the firm as referred to in paragraph (a) during the currency of the approval.

(10) (a) Subject to paragraph (b), where the authorisation of an electronic filing agent under this section is notified to the Registrar in accordance with subsection (5) before the coming into operation of subsection (8), the electronic filing agent shall be deemed to be approved by the Registrar under subsection (8) to act as an electronic filing agent for the purposes of this section.

(b) Paragraph (a) shall not apply to an electronic filing agent that is a trust or company service provider unless the agent is the holder of a relevant authorisation.]