This article is for company directors in Ireland who need to understand when and how to declare conflicts of interest at board meetings.
If you're unsure whether a personal business relationship, family connection, or financial interest needs to be formally declared, or worried about the legal consequences of getting it wrong, this guide covers what actually counts as a conflict, the exact declaration process required by law, and common scenarios like contracting with your own company or hiring family members.
Key Takeaways
• You must declare any conflict of interest at a board meeting, not via email or informal conversation, even if other directors already know.
• Declarations are required for interests held by connected persons including your spouse, children, parents, siblings, and companies you control.
• Failing to declare conflicts can make contracts voidable, expose you to personal liability for damages, and constitute a criminal offence.
• Transactions exceeding €5,000 and either €65,000 or 10% of company assets require shareholder approval beyond board declaration.
• Check your company constitution to determine whether you can vote on matters where you've declared an interest after disclosure.
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.
Do I need to declare a conflict of interest if everyone already knows about it?
Yes, you must make a formal declaration at a board meeting even when all other directors already know about your interest. The law requires declaration at a board meeting regardless of previous informal discussions, and this must be properly recorded in the minutes and register of directors' interests.
Can I vote on a contract where I've declared a conflict of interest?
It depends entirely on your company's constitution. The Companies Act doesn't automatically prohibit voting after proper declaration, but many companies adopt stricter provisions than the default Table A rules that may prevent you from voting or being counted in the quorum for conflicted matters.
What happens if I forget to declare a conflict of interest?
The company can void the contract and potentially claim back money paid, regardless of whether the terms were fair. You may face personal liability for damages (as seen in the Fairford case where a director repaid £350,000), and breaching declaration requirements is also a criminal offence under the Companies Act.
Do I need to declare my spouse's business dealings with the company?
Yes, your spouse is a "connected person" under Irish law, so you must declare their interests as if they were your own. This includes situations where your spouse is buying from the company, selling to it, or being hired as an employee or contractor.
When exactly do I need to make my declaration?
For proposed contracts, you must declare at the first board meeting where the matter is considered. If you acquire an interest in an existing contract later, declaration is required at the next board meeting after you become interested. Declarations must always be made at formal board meetings, not via email or informal conversations.
How detailed does my conflict declaration need to be?
You only need to disclose the nature of your interest in very general terms—the law doesn't require extensive detail about potential profits. Stating something like "I'm a partner in the firm providing these services" or "my spouse owns shares in the other company" is typically sufficient to put the company on notice.
Can I give one general notice instead of declaring the same conflict repeatedly?
Yes, you can give general notice at a board meeting stating you're a member of a specified company and should be regarded as interested in all future contracts with that entity. However, this general notice must be brought up and read at a directors' meeting to be effective.
What's the materiality test and do I really need to declare trivial connections?
You don't need to declare interests that cannot reasonably be regarded as likely to give rise to conflicts—this is the materiality test. However, the safe approach is to err on the side of disclosure when in doubt, as the threshold is whether your interest could reasonably create a conflict, not whether you believe it actually will.
What if I have existing business relationships when I join the board?
You should disclose all relevant interests at your first board meeting as best practice, with this recorded in the minutes. However, you still need to make specific declarations when those pre-existing interests become relevant to particular company contracts, and you must continue monitoring for emerging conflicts throughout your directorship.
