Summary Approval Procedure: Ireland’s New CRO Form

The Summary Approval Procedure (SAP) has long been the practical route for Irish companies to carry out transactions the law would otherwise restrict. Think intra-group mergers, financial assistance, or a capital reduction without a trip to the High Court. In 2026, the mechanics of filing it are changing. Ireland is commencing the remaining parts of a 2024 reform, and one of them swaps bespoke director declarations for a single prescribed CRO form. For anyone who relies on the SAP, it is a small procedural shift with real consequences if you miss it.

How did the Summary Approval Procedure work before?

The SAP sits in Chapter 7 of Part 4 of the Companies Act 2014. It lets directors approve a restricted activity themselves, backed by a solemn declaration of solvency, instead of going to the High Court. The members pass a special resolution to authorise the activity. That resolution must be passed no more than 12 months before the activity begins.

A majority of the directors then sign a declaration. They confirm that the company can pay its debts as they fall due. For capital reductions, capital variations, mergers, and members’ voluntary winding up, a further step applies. Someone qualified to act as the company’s auditor must report that the declaration is not unreasonable.

Timing has always been tight. A copy of the declaration reaches the Companies Registration Office (CRO) within 21 days of the activity starting. The special resolution follows within 15 days of being passed. You also attach the declaration to the meeting notice no earlier than 30 days before the meeting. And unless more than 90% of members vote in favour, the company waits 30 days after the resolution before acting, leaving room for a court challenge.

Here is the part that is changing. The form of the declaration itself has been loose. The CRO published templates, yet using them was never compulsory, so many advisers drafted bespoke declarations to fit the deal.

What is the new CRO prescribed form?

The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 changes that. It requires SAP declarations to be delivered to the CRO in a prescribed form, described in the Act as the “manner and form as may be prescribed”. One standard form replaces the tailored declarations firms used to draft.

In practice, the CRO already publishes SAP declaration forms, numbered SAP203 through SAP206, plus a separate declaration of solvency for members’ voluntary winding up. Filing is a two-part exercise. The special resolution goes in online, and the declaration follows by email or post. What shifts is compulsion. Once the provision commences, the prescribed form stops being optional and becomes the only route the Registrar will accept.

Has the new form actually started yet?

Not yet, and the distinction matters. The Act became law in November 2024. Most of it, 64 of its 90 provisions, took effect on 3 December 2024. A separate change to audit exemption followed on 16 July 2025.

The prescribed-form provisions sat in a different group. They needed updates to the CRO’s IT systems before they could work, so Government held them back. These are the provisions being commenced in 2026. Until the commencement order takes effect, the old flexibility still applies. Treat the change as close, not current.

Who does this affect, and why does it matter?

Any entity that uses the Summary Approval Procedure is in scope. That reaches a broad set of common corporate actions:

• Financial assistance for the acquisition of shares.
• Reductions or variations of company capital.
• Domestic mergers and group reorganisations.
• Loans to directors or connected persons.
• Members’ voluntary winding up.

So why worry about a form? Because the SAP is deadline-driven and unforgiving. Miss the 21-day delivery window and the restricted activity is invalidated. Putting that right means a High Court validation application, which is both slow and expensive.

A standardised form narrows the margin for error further. A declaration that does not match the prescribed format risks rejection at the counter. On day 20 of a live transaction, a bounced filing is a real problem, not a formality.

What changes for group and cross-border structures?

Multinational groups feel this most. Many run several Irish entities and lean on the Summary Approval Procedure for intra-group financing and reorganisations. Each of those filings now has to match the prescribed form.

Mergers raise the stakes again. Every company in the merger must make its own declaration and pass its own resolution. One combined filing will not cover the group. Where an auditor’s report is also required, that professional joins the critical path too, on the same 21-day clock. More entities means more forms, more sign-offs, and more chances for one of them to slip.

Is this just red tape, or is there an upside?

It is fair to ask whether this is simply more paperwork. In the short term, it adds a constraint. Bespoke declarations gave advisers room to phrase things their own way, and that room is closing.

Over time, though, standard forms tend to help. Consistent declarations are quicker for the CRO to process and harder to get subtly wrong. The change also fits a wider pattern. The Corporate Enforcement Authority has sharpened its focus on filings and director accountability, and predictable forms support that direction. A little rigidity now can mean fewer rejected filings later.

What should you do to prepare for the Summary Approval Procedure change?

Nothing changes today, so there is no need to panic. There is, however, plenty of value in getting ahead of it.

• Map the transactions in your pipeline that will rely on the Summary Approval Procedure this year.
• Check whether your standard SAP declaration templates will need replacing.
• Brief the directors who sign these declarations on the coming change.
• Line up the auditor early where a report will be needed.
• Watch for the CRO commencement notice and the published form.
• Build the 21-day delivery deadline into every deal timetable.

One last point deserves attention. A director who signs a declaration without reasonable grounds can be held personally liable for the company’s debts, without the shield of limited liability. Should the company be wound up within 12 months with debts unpaid, the law can presume the declaration lacked reasonable grounds. The form is changing; that personal exposure is not. Accuracy still counts for far more than format.

What’s next?

Managing a Summary Approval Procedure requires detailed planning and full legal awareness. For more insights into processes in other jurisdictions, explore our article Company Law in Poland: What’s Changing in 2026.

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• Request a Demo – See Klea in action for your organisation.
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