Company Directors: What You Need to Know
Company Directors: What You Need to Know
Who Can Act as a Company Director?
Not everyone is eligible to serve as a company director in Ireland. Certain individuals are prohibited from holding this position, and it's important to be aware of these restrictions:
- Corporate Bodies: Only natural persons (individuals) are allowed to act as company directors. A company cannot serve as a director.
- Bankrupt Individuals: Persons who have not been discharged from bankruptcy are prohibited from acting as directors.
- Restricted Persons: Some individuals may be restricted from serving as directors due to previous conduct. However, restricted persons can act as company directors if they meet specific capitalisation requirements. The Companies Registration Office (CRO) maintains a list of "Restricted Persons."
- Disqualified Persons: Those disqualified from acting as directors are also listed by the CRO and are barred from holding the position.
- Underage Individuals: Anyone under the age of 18 is legally barred from serving as a director.
Statutory Duties of a Company Director
Becoming a company director comes with significant legal responsibilities. Before accepting the role, individuals must sign a statement consenting to act as a director and acknowledging the duties they must fulfill under the Companies Act and common law.
This statement includes the following 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."
Some of the key statutory duties that a director of an Irish Limited Company must adhere to include:
- Disclosure of Personal Interests: Directors must disclose any personal interests they may have in contracts with the company.
- Maintaining Proper Records: Directors are responsible for ensuring that adequate accounting records are kept.
- Filing Annual Returns and Financial Statements: It is the director’s duty to ensure that these documents are filed with the CRO on time.
- Preparing a Director’s Report: This report must be presented annually to the shareholders.
- Convening Meetings: Directors are responsible for giving notice and arranging the company's Annual General Meetings (AGMs) and Extraordinary General Meetings (EGMs).
- Keeping Accurate Minutes: The minutes of director and member meetings must be accurately recorded and maintained.
- Maintaining Statutory Registers: Directors must ensure that the company’s internal registers are kept up to date.
- Fulfilling Filing Obligations: Directors must make sure that all filing requirements are completed accurately and within the required timeframes.
- Disclosing Personal Information: Directors are required to disclose their personal details to the Registrar.
Taking on the role of a director is a serious commitment, and understanding these legal duties is essential for maintaining compliance and ensuring the smooth running of the company.
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