A company officer is any person formally appointed to manage an Irish company's affairs, primarily directors and the company secretary, who bear legal responsibilities for compliance, decision-making, and fiduciary duties to the company and its shareholders.
A Company Officer is any individual formally appointed to manage the key affairs of an Irish company, most commonly directors and the company secretary. These roles carry significant legal responsibilities under the Companies Act 2014, including ensuring statutory compliance and acting in the best interests of the company.
Directors make strategic decisions and oversee operations, whilst the company secretary handles administrative compliance, such as filing annual returns and maintaining statutory registers. Together, company officers form the leadership structure that protects the corporate veil and maintains the company's good standing with the Companies Registration Office.
For startup founders, understanding your role as a company officer is crucial from incorporation. You will be personally liable for breaches of duty, such as failing to file a subsequent annual return on time, which can lead to fines or director disqualification.
Any natural person over 18 years old can serve as a company officer, but directors must not be disqualified or restricted by court order. Irish companies require at least two directors, one of whom must ordinarily reside in the EEA, or a bond must be posted.
The company secretary can be a director or external professional. Whilst sole directors cannot also be secretary, this restriction does not apply to single-member companies. Founders often start as both directors and secretary, transitioning to professional services as the business grows.
Company officers have fiduciary duties to act honestly, in good faith, and for proper purposes. Directors must exercise care, skill, and diligence, avoiding conflicts of interest and ensuring the company maintains proper books of account.
Officers are responsible for compliance tasks like convening annual general meetings, filing compliance calendars, and managing risk management. Failure to fulfil these duties can pierce the corporate veil, exposing personal assets to creditors.
Directors are appointed by ordinary resolution of shareholders or as per the company constitution. Consent forms must be filed with the CRO within 14 days via Form B10. The company secretary is appointed by the board and noted in annual returns.
Appointments require detailed personal information, including proof of address and PPS numbers, to comply with anti-money laundering rules. Changes trigger immediate CRO notifications to keep public records accurate.
Company officers face personal liability for wrongful trading, fraudulent conduct, or breaches like late filings leading to strike-off. Directors can be restricted for up to five years or disqualified, preventing future appointments.
Reserved matters in shareholders' agreements often require officer approval for major decisions, adding contractual liabilities alongside statutory ones. Insurance like D&O covers these risks.
Directors can be removed by ordinary resolution at a general meeting with special notice, though articles of association may provide alternatives. Secretaries serve at board pleasure.
Removal triggers Form B10 filings and potential claims for unfair prejudice. Founders should anticipate this in shareholders' agreements to protect against hostile actions.
The company secretary focuses on compliance and governance, ensuring filings like annual returns are timely, whilst directors handle strategy. Both are officers, but secretary duties are more administrative under director oversight.
Many startups outsource the secretary role to professionals who manage compliance calendars and CRO interactions, freeing founders for business growth.
