If you are a company director, or if you are about to become a company director, and are in the process of setting up a company in Ireland, its important to know your responsibilities. Company directors’ responsibilities are wide and diverse. Their duties arise primarily from two sources: statute (i.e. Acts of the Oireachtas and other legislation e.g. EU Regulations) and common law. As the majority of Irish companies are private companies, there are a substantial number of companies of which the directors and members are one and the same.
The Office of Director of Corporate Enforcement (ODCE) explains Directors statutory duties as follows:
- Duties as a company officer under the Companies Acts
- Duty to maintain proper books of account
- Duty to prepare annual accounts
- Duty to have an annual audit performed
- Duty to maintain certain registers and other documents
- Duty to file certain documents with the registrar of companies
- Duty of disclosure of certain personal information;
- Duty to convene general meetings of the company
- Duties regarding transactions with the company
- Duties of directors of companies in liquidation and directors of insolvent companies
Directors’ common law duties can be summarised into three principles:
- Directors must exercise their powers in good faith and in the interests of the company as a whole.
- Directors are not allowed to make an undisclosed profit from their position as directors and must account for any profit which they secretly derive from their position as a director.
- Directors are obliged to carry out their functions with due care, skill and diligence.
The OEDC has prepared a publication which is sent to every new company Director when we incorporate a company. You can download a copy of this booklet HERE. Contact us if you have any questions on anything you have read on our website or blog.