Appointment
Companies Act
Directors
128. (1) A company shall have at least one director.
(2) If default is made by a company in complying with subsection (1) for 28 consecutive days, the company and any officer of it who is in default shall be guilty of a category 3 offence.
Performance of acts by person in dual capacity as director and secretary not permitted
134. A provision of—
(a) this Act;
(b) an instrument under it; or
(c) a company’s constitution,
requiring or authorising a thing to be done by or to a director and the secretary shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, the secretary.
Validity of acts of director or secretary
135. The acts of a director or of a secretary shall be valid notwithstanding any defect which may afterwards be discovered in his or her appointment or qualification.
Appointment of director
144. (1) Any purported appointment of a director without that director’s consent shall be void.
(2) Subject to subsection (1), the first directors of a company shall be those persons determined in writing by the subscribers of the constitution or a majority of them.
(3) Save to the extent that the company’s constitution provides otherwise and subject to subsection (5) in the case of a single-member company—
(a) subsequent directors of a company may be appointed by the members in general meeting, provided that no person other than a director retiring at the meeting shall, save where recommended by the directors, be eligible for election to the office of director at any general meeting unless the requirements of subsection (4) as to his or her eligibility for that purpose have been complied with;
(b) the directors of the company may from time to time appoint any person to be a director of the company, either to fill a casual vacancy or as an addition to the existing directors, but so that the total number of directors of the company shall not at any time exceed the number, if any, provided for in its constitution;
(c) any director appointed as mentioned in paragraph (b) shall hold office only until the next following annual general meeting, and shall then be eligible for re-election;
(d) the company may from time to time, by ordinary resolution, increase or reduce the number of directors;
(e) the company may, by ordinary resolution, appoint another person in place of a director removed from office under section 146 and, without prejudice to the powers of the directors under subsection (3)(b), the company in general meeting may appoint any person to be a director either to fill a casual vacancy or as an additional director.
(4) The following are the requirements mentioned in subsection (3)(a) for the eligibility of a person (the “person concerned”) for election as a director at a general meeting, namely, not less than 3 nor more than 21 days before the day appointed for the meeting there shall have been left at the company’s registered office—
(a) notice in writing signed by a member of the company duly qualified to attend and vote at the meeting for which such notice is given, of his or her intention to propose the person concerned for such election; and
(b) notice in writing signed by the person concerned of his or her willingness to be so elected.
(5) Subject to subsection (1), in the case of a single-member company, the sole member may appoint a person to be a director of the company by serving a notice in writing on the company which states that the named person is appointed director and this applies notwithstanding anything in subsection (3) (save for the requirement of it that any limit for the time being on the number of the directors is to be observed) or subsection (4).
Register of directors and secretaries
149. (1) A company shall keep a register (the “register”) of its directors and secretaries and, if any, its assistant and deputy secretaries.
(2) Subject to subsection (4) and section 150 (11), the register shall contain the following particulars relating to each director:
(a) his or her present forename and surname and any former forename and surname;
(b) his or her date of birth;
(c) his or her usual residential address;
(d) his or her nationality;
(e) his or her business occupation, if any; and
(f) particulars of any other directorships of bodies corporate, whether incorporated in the State or elsewhere, held by him or her or which have been held by him or her.
(3) Sections 215 to 217 (rights of inspection, requests for copies, etc.) apply to the register.
(4) It shall not be necessary for the register to contain on any day particulars of any directorship—
(a) which has not been held by a director at any time during the 5 years preceding that day;
(b) which is held or was held by a director in bodies corporate of which the company is or was the wholly owned subsidiary or which are or were the wholly owned subsidiaries either of the company or of another body corporate of which the company is or was the wholly owned subsidiary.
(5) Subject to subsection (6) and section 150 (11), the register shall contain the following particulars relating to the secretary or, where there are joint secretaries, in relation to each of them—
(a) in the case of an individual—
(i) his or her present forename and surname and any former forename and surname;
(ii) his or her usual residential address; and
(iii) his or her date of birth,
and
(b) in the case of a body corporate, the corporate name and, if the body corporate is registered—
(i) its registered office;
(ii) the register in which it is registered; and
(iii) the number under which it is registered in that register.
(6) Where all the partners in a firm are joint secretaries of a company, the name and principal office of the firm may be stated instead of the particulars referred to in subsection (5).
(7) In relation to any assistant or deputy secretary the same particulars shall be contained in the register as respects the assistant or deputy secretary as are required by subsection (5) to be contained in the register as respects a secretary or joint secretary.
(8) The company shall, within the period of 14 days after the date of the happening of—
(a) any change among its directors or in its secretary or assistant or deputy secretary; or
(b) any change in any of the particulars contained in the register,
send to the Registrar a notification in the prescribed form of the change and of the date on which it occurred.
(9) In the case of a person who is a director of more than one company (the “relevant companies”) the following provisions apply—
(a) the person may send a notification in the prescribed form to the Registrar of a change in his or her usual residential address or of a change in his or her name and (in each case) of the date on which the change occurred;
(b) if such a notification is sent to the Registrar and the relevant companies are listed in the notification as being companies of which the person is a director—
(i) each of the relevant companies shall be relieved, as respects, and only as respects, that particular change or, as the case may be, those particular changes, of the obligation under subsection (8) to send a notification of it or them to the Registrar; and
(ii) the Registrar may proceed to record the relevant change or changes concerning the person in relation to each of the relevant companies.
(10) A notification sent to the Registrar pursuant to subsection (8) of the appointment of a person as a director, secretary, joint secretary or assistant or deputy secretary of a company shall be accompanied by a consent signed by that person to act as director or secretary or assistant or deputy secretary or, where all the partners in a firm have been appointed joint secretaries of a company, by one partner on behalf of the firm, as the case may be.
(11) Section 223 (3), in the case of a director, and section 226 (5), in the case of a secretary, requires the inclusion of a particular statement in a foregoing consent by him or her.
(12) For the purposes of this section—
(a) in the case of a person usually known by a title different from his or her surname, the expression “surname” means that title;
(b) references to a “former forename” or “surname” do not include—
(i) in the case of a person usually known by a title different from his or her surname, the name by which he or she was known previous to the adoption of or succession to the title; or
(ii) in the case of any person, a former forename or surname where that name or surname was changed or disused before the person bearing the name attained the age of 18 years or has been changed or disused for a period of not less than 20 years, or
(iii) in the case of a married person or civil partner, the name or surname by which he or she was known previously to his or her marriage or civil partnership.
Supplemental provisions (including offences) in relation to section 149
150. (1) Without prejudice to the generality of section 149 (8), a change among the directors for the purposes of that provision shall be deemed to include the case of a director’s becoming disqualified under the law of another state (whether pursuant to an order of a judge or a tribunal or otherwise) from being appointed or acting as a director or secretary of a body corporate or an undertaking; accordingly, in such a case, the notice under section 149 (8) shall state, in relation to the director concerned—
(a) the jurisdiction in which he or she has become so disqualified;
(b) the date on which he or she has become so disqualified; and
(c) the period for which he or she has become so disqualified.
(2) Without prejudice to subsection (1) and to the requirement under section 149 (10) that the notification be accompanied by the consent there referred to, if—
(a) the notification to be sent to the Registrar pursuant to section 149 (8) is a notification of the appointment of a person as a director of a company; and
(b) that person is a person who is disqualified under the law of another state (whether pursuant to an order of a judge or a tribunal or otherwise) from being appointed or acting as a director or secretary of a body corporate or an undertaking,
that person shall ensure that the notification is accompanied by (but as a separate document from that notification) a statement in the prescribed form signed by the person specifying—
(i) the jurisdiction in which he or she is so disqualified;
(ii) the date on which he or she became so disqualified; and
(iii) the period for which he or she is so disqualified.
(3) It shall be the duty of each director and secretary and assistant or deputy secretary, if any, of a company to give information in writing to the company as soon as may be of such matters as may be necessary to enable the company to comply with section 149 and the preceding subsections of this section.
(4) If default is made in complying with section 149 (1), (2), (5), (7), (8) or (10), the company concerned and any officer of it who is in default shall be guilty of a category 3 offence.
(5) A person who fails to comply with subsection (1) shall be guilty of a category 3 offence.
(6) If the second mentioned person in subsection (2) fails to comply with that subsection, he or she shall be guilty of a category 3 offence.
(7) A person who fails to comply with subsection (3) shall be guilty of a category 3 offence.
(8) Without prejudice to subsection (3) or (6) and notwithstanding anything in subsection (2), it shall be the duty of a company to make reasonable enquiries of a person, on his or her appointment as director of the company, so as to ascertain whether the requirements of subsection (2) fall to be complied with by that person in relation to that appointment (but a failure of the company to do so does not relieve the person of his or her obligations under that subsection).
(9) If a person appointed a director of a company before the commencement of this section has, subsequent to his or her appointment but before that commencement, become disqualified under the law of another state (whether pursuant to an order of a judge or a tribunal or otherwise) from being appointed or acting as director or secretary of a body corporate or an undertaking, then subsection (1) shall apply to such a case as it applies to a case of a director becoming so disqualified after that commencement.
(10) For the purpose of the application of subsection (1) to the case first-mentioned in the preceding subsection, section 149 shall apply as if the following subsection were substituted for subsection (8):
“(8) The company shall, within the period of 3 months after the commencement of this section, send to the Registrar a notification in the prescribed form of the change and of the date on which it occurred.”.
(11) The Minister may make regulations providing that any requirement of this Act that the usual residential address of an officer of a company appear on the register referred to in section 149 (1) or the register kept by the Registrar shall not apply in relation to a particular person who is such an officer if—
(a) in accordance with a procedure provided in the regulations for this purpose, it is determined that the circumstances concerning the personal safety or security of the person warrant the application of the foregoing exemption in respect of him or her; and
(b) such other conditions (if any) as are specified in the regulations for the application of the foregoing exemption are satisfied.
(12) Regulations under subsection (11) may contain such incidental, consequential and supplemental provisions as appear to the Minister to be necessary or expedient, including provision—
(a) so as to secure that there is not otherwise disclosed, by virtue of this Act’s operation, the usual residential address of a person in respect of whom the exemption referred to in that subsection applies; and
(b) limiting the regulations’ application to a usual residential address that, but for the regulations’ operation, would fall to be entered, on a register referred to in that subsection, on or after a date specified in the regulations.
The text in italics on this page is sourced from the Irish Statute Book and is re-published under the Licence for Re-Use of Public Sector Information made pursuant to Directive 2003/98/EC Directive 2013/37/EU of the European Parliament and of the Council on the re-use of public sector information transposed into Irish law by the European Communities (Re-Use of Public Sector Information) Regulations 2005 to 2015.