This article is written for founders and entrepreneurs starting new companies in Ireland, as well as business professionals who need to understand the basics of corporate governance and director requirements under Irish law.
Key Takeaways:
The term "board of directors" refers to all appointed company directors collectively, though it lacks a specific legal definition under Irish companies law
Irish companies require at least one director (or two if one person serves as both director and company secretary), with one director needing to be EEA-resident
Directors must meet specific eligibility criteria, including being over 18 and not being an undischarged bankrupt
Companies must maintain accurate records of director appointments, including service contracts and proper documentation of any board changes
All director appointments, resignations, and removals must be properly documented and filed with the Companies Registration Office (CRO) within 14 days
The company must maintain an up-to-date Register of Directors containing current information about all directors
Director service contracts must be properly documented and maintained, with specific requirements for recording terms and conditions
Your company needs at least one director, but if that director is also the company secretary, you'll need a second director. Additionally, at least one director must be resident in the EEA.
What happens if a director refuses to resign?
If a director refuses to resign, they can be removed through a special resolution of the shareholders under Section 146 of the Companies Act. This requires proper notice and allows the director to make representations before the decision.
What records do I need to keep about my directors?
You must maintain a Register of Directors with their personal details, copies of service contracts or memoranda of verbal agreements, and documentation of all appointments and resignations. These records must be kept at your registered office.
How quickly do I need to notify the CRO about board changes?
You must notify the CRO within 14 days of any changes to your board of directors, including appointments, resignations, removals, or changes to director details.
Can a company act as a director of another company in Ireland?
No, only natural persons (individuals) can serve as directors under Irish law. Companies and other legal entities cannot be appointed as directors.
Do I need a written contract for all directors?
Not necessarily. While written contracts are recommended, you can document the terms of verbal agreements instead. However, you must maintain proper records of all director engagements unless they fall under specific exemptions.
What happens if my EEA-resident director resigns?
You must appoint a new EEA-resident director as soon as possible to maintain compliance with Irish law. Alternatively, you can obtain a bond that provides coverage for certain liabilities if you cannot immediately appoint an EEA-resident director.
