Company Secretarial Library

Welcome to Incorpro's Company Secretarial Library where we provide jargon-free, easy to understand answers to the most frequently asked questions we receive from our clients.

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Company Directors

Who can act as a company director?

In determining whether someone is allowed to act as a company director it is helpful to look at those who are prohibited from doing so:

  • A body corporate. Only natural persons are allowed to act a company directors
  • Persons who are undischarged from a bankruptcy.
  • Persons who have been restricted from acting as directors. The CRO maintains a list of "Restricted Persons". Restricted Persons can act as a company director provided certain capitalisation requirements are met.
  • Persons who have been disqualified from acting as directors. The CRO maintains a list of "Disqualified Persons".
  • Persons under the age of 18.
Statutory Duties:

Before consenting to act as a company director it is important to understand the responsibilities attached to the role.

When the directors of a company are appointed, they must sign a statement consenting to act as a director and acknowledging the legal duties and obligations associated with the role.

"I hereby consent to act as director of the aforementioned company and I acknowledge that as director, I have legal duties and obligations imposed by the Companies Act, other statutes and at common law."

Some of the statutory duties of a director of an Irish Limited Company are to:
  • Disclose personal interests in contracts they may have with the company.
  • Ensure adequate accounting records are kept.
  • Ensure Annual Returns and Financial Statements are filed with the CRO.
  • Prepare a Director’s report to be presented annually to members.
  • Give notice and convene the company’s AGM and EGMS.
  • Maintain accurate minutes of director and member meetings.
  • Maintain statutory internal registers.
  • Ensure timely and accurate filing requirements are fulfilled.
  • Disclose personal particulars to the Registrar.
Can a company hold the position of company director?
No. While the position of company secretary may be held by a registered company only natural persons can act as a company director.
Can a minor hold the position of company director?
No. Company directors must be 18 years of age or older.
Do you need qualifications or experience to act as Company director?
No. There are no limitations with regard to qualifications or experience required to be a company director.
Do you need to be resident in Ireland to act as director of an Irish company?
No. Irish company law requires that at least one director be EEA-resident. There is no requirement that directors be resident in Ireland.
What powers do the directors of a company have?
The directors of a company can make decisions that are within the law and the powers granted to them by the company's constitution.
Can a director be liable for a company's debts?
Directors may be held liable for a company's debts if it is demonstrated that the company's directors breached company law and their actions caused the company to enter liquidation.
Directors Fiduciary Duties

In addition to certain statutory duties imposed on directors by the Companies Act 2014, the Act explicitly notes 8 fiduciary duties owed by directors to the company.

  • The Duty to Act in Good Faith in what the director believes to be in the interests of the company.
  • Duty to Act Honestly and Responsibly in relation to the conduct of the company.
  • Duty to Act in Accordance with Company’s Constitution and Exercise his or her Powers only for Purposes allowed by Law.
  • Duty to Agree not to Restrict the Power to Exercise an Independent Judgment.
  • Duty not to Use the Company’s Property, Information or Opportunities.
  • Duty to Avoid Conflict between Director’s Duties to the Company and the Director’s Other, including personal, Interests.
  • Duty to Exercise Care, Skill and Diligence.
  • Duty to have Regard to the Interests of the Company’s Members.
What is the procedure to appoint a new director in my company?
  • Consult your company's constitution to determine whether there are any specific provisions related to the appointment of directors. Any shareholder agreements should also be consulted. Be careful not to contravene any specific conditions that the constitution or shareholders agreement may have in regard to the appointment of directors.
  • In the absence of specific constitution provisions then a company director can be appointed:
    • By Majority Board Resolution.
    • By Ordinary Member Resolution.
    • In a single member company the sole member may appoint a director by serving a notice in writing on the company of the appointment.
  • The appointed director must consent to the appointment and sign a declaration:

    "I hereby consent to act as director of the aforementioned company and I acknowledge that as director, I have legal duties and obligations imposed by the Companies Act, other statutes and at common law."

  • The CRO must be notified of the appointment within 14 days (Form B10).
  • Relevant internal registers should be updated - Register of Directors, Register of Directors Interests.
  • Unless the company's constitution provides otherwise, a director appointed between AGMs must be re-elected at the next AGM. This provision is often dis-applied in individual company constitutions.
How can I resign from my position as company director?
  • Consult the company's constitution to determine whether there are any specific provisions related to the resignation of directors.
  • Prepare and deliver a Letter of Resignation to the registered address of the Company.
  • The resignation is noted by the company and the director is removed from the Register of Directors and Register of Directors Interests, if relevant.
  • The CRO must be notified of the resignation within 14 days (Form B10).
  • If the resignation of a company director causes the company to be in breach of Irish company law then actions must be taken to return the company to a position of compliance. The resigning director may, for example, have been the sole EEA-resident director of the company.
  • As a resigning officer, it is prudent to check that the CRO has been notified of the resignation. i.e that a Form B10 has been filed.
I have resigned as company director however I am still listed as director on the CRO register?

The situation occasionally arises whereby a Director's resignation is not communicated to the CRO. In this instance there is a mechanism in place that allows the resigning director to notify the CRO of their resignation themselves (as opposed to notification of the resignation by a current officer of the company).

  • Prepare and deliver a Letter of Resignation to the registered address of the company.
  • If, after 14 days, a Form B10 has not been submitted to the CRO a second letter is sent serving notice on the company.
  • The notice is a further request to the company to file a Form B10 and that a failure to do so, within 21 days, will result in a form B69 being filed.
  • If, after 21 days, a Form B10 has not been filed, the resigning officer can self-submit a Form B69 notifying the CRO of their resignation.
  • The CRO will not accept Form B69 applications if the timeframe and procedure detailed above is not followed.

Further Guidance and Assistance

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