Company Law & Compliance

EU OMNIBUS IV - SMALL MID-CAPS

On 21 May the European Commission published its Omnibus IV simplification package, forming part of the series of simplification measures announced in the Commission’s February 2025 Work Programme.

The Omnibus IV proposals include the introduction of a new category of small mid-cap companies (SMCs) with less than 750 employees and an annual turnover not exceeding EUR 150 million or balance sheet total not exceeding EUR 129 million. SMCs, which are “bigger than SMEs but smaller than large companies” would benefit from tailored measures, including the extension of certain supportive measures available to SMEs under GDPR, the Prospectus Regulation and the Batteries Regulation.

The Omnibus IV proposals will go through the EU legislative process. It has not been indicated whether any of the Omnibus IV proposals will be “fast-tracked”.

GOVERNMENT LEGISLATIVE PROGRAMME: SUMMER 2025

The Government published its Summer 2025 Legislative Programme.

Legislation for priority publication includes:

• ­­Protection of Employees (Employers' Insolvency) (Amendment) Bill 2025 – to update the legislation governing the protection of employees during their employer’s insolvency.

Legislation for priority drafting includes:

• Co-operative Societies Bill - the general scheme was published in November 2022 outlining the aim of modernising and consolidating the existing legislation and to provide an effective framework for using the co-operative model, including corporate governance, financial reporting and compliance requirements. The Bill has not yet been published.

Other Legislation in the programme includes:

• EU Deforestation Regulation Bill - to give effect to the provisions of the EU Deforestation Regulation (see EUDR update). The Department of Agriculture, Food and the Marine is the designated competent authority for the implementation of the EUDR in Ireland. The Bill has not yet been published.
• Miscellaneous Provisions (Registration of Limited Partnerships and Business Names) Bill - the general scheme was published in July 2024 setting out proposals to reform the Limited Partnerships Act 1907 and the Registration of Business Names Act 1963. The Bill has not yet been published.

UK REGISTER OF OVERSEAS ENTITIES

The UK Companies House published updated guidance on filing requirements by overseas entities on the Register of Overseas Entities. By way of reminder, Irish corporates holding UK real estate may be within scope of the UK Register of Overseas Entities regime, which is operated by the UK Companies House.

The updated guidance confirms that with effect from 31 July 2025, an overseas entity registered on the Register of Overseas Entities will need to file (in its next annual update statement) details of any change in its beneficial owners that occurred during the “pre-registration period” between 28 February 2022 and 31 January 2023 (or the entity’s registration date, if it registered before 31 January 2023). Where the next update statement is due between 31 July and 31 October 2025, such entities may provide the relevant information in their 2026 update statement.