This article is for company directors and business owners in Ireland who need to understand their legal obligations around board meetings.
If you're wondering how often your board must meet, what makes a meeting legally valid, or what procedures you need to follow to avoid invalidating your decisions, this guide covers meeting frequency requirements, quorum and notice rules, and the essential records you must keep.
Key Takeaways
• Board meetings require proper notice (typically 48 hours to 7 days), quorum, and procedural compliance or decisions are void.
• Directors must disclose conflicts of interest under Section 231 before the board decides, with disclosure recorded in minutes.
• Minutes must be prepared within 28 days and provide crucial legal protection by evidencing directors' informed decision-making.
• Most active Irish companies meet monthly or quarterly to fulfill Section 228 duties of reasonable care and informed decision-making.
• Emergency decisions can be made via chairman's action or written resolutions if your constitution allows, then ratified at next meeting.
Laura Ryan is a practising Barrister at the Bar of Ireland. She graduated from the Honourable Society of King’s Inns in 2024, having previously qualified and practised as a Chartered Accountant in a big four accounting firm.
The Companies Act 2014 doesn't specify a minimum meeting frequency, leaving this to your directors' judgment and company constitution. While you could theoretically meet just once annually, this creates significant legal risks as directors must fulfill their duty under Section 228 to stay informed and exercise reasonable care in decision-making.
How often do most Irish companies actually hold board meetings?
Most active Irish companies hold board meetings monthly or quarterly to maintain proper oversight and decision-making. Startups often meet weekly or fortnightly during critical growth phases, while established companies typically meet monthly or quarterly, and dormant companies might meet only annually for compliance matters.
What decisions actually require board approval versus management handling them?
Your board handles all decisions outside day-to-day management that's been delegated to executives under Section 158. This includes strategic direction, financial matters like budgets and significant expenditure, corporate actions like share issuances and acquisitions, governance matters, compliance obligations, and risk management.
What happens if we don't follow proper meeting procedures?
Decisions made at invalid meetings are void and don't bind the company, creating potential liability for directors who implemented them. Procedural failures include insufficient notice to directors, no quorum present, conflicted directors voting when prohibited, or decisions beyond board authority, though you can ratify invalid decisions at properly convened subsequent meetings.
How much notice do I need to give directors before a board meeting?
Your constitution typically specifies notice requirements, commonly 48 hours to seven days, as Section 160 doesn't mandate specific periods. Many modern constitutions allow directors to waive notice by consent for emergency meetings when all directors agree, but you must give notice to all directors regardless of whether they're likely to attend or support the decisions.
How many directors need to attend for the meeting to be valid?
Your quorum (minimum number of directors required) is typically specified in your constitution, with common provisions being a simple majority of directors, a fixed number like two directors, or a specific percentage like one-third. Without constitutional specification, the default is that a majority of directors constitutes quorum, and if quorum is lost during a meeting, all business must stop immediately.
What records do we need to keep from board meetings?
Section 173 requires you to keep minutes of all board meetings within 28 days as permanent company records. Minutes should record the date, time, location, directors present, quorum confirmation, resolutions passed with vote results, conflicts of interest disclosed, key discussions around significant decisions, and actions assigned with deadlines—these provide crucial legal protection for directors.
What do I need to do if I have a conflict of interest in a board matter?
You must disclose material interests in matters before the board under Section 231 at the meeting when discussed or before any decision is made. Your disclosure should include sufficient detail for other directors to understand the conflict and be recorded in minutes, and constitutions typically restrict you from voting on matters where you have material interests.
Can we make urgent decisions outside of formal board meetings?
Yes, if your constitutional provisions allow, urgent decisions can be made through mechanisms like chairman's action between meetings, written resolutions circulated for urgent approval, short-notice meetings when all directors waive notice, or committee delegation for specific matters. All emergency decisions should be ratified at the next regular board meeting.
Can non-directors like our company secretary or advisors attend board meetings?
Directors can invite others to attend board meetings, though only directors can vote on resolutions. Common attendees include the company secretary, senior executives presenting on specific matters, and professional advisors providing expert input, but they should leave when the board needs to deliberate confidentially.
