Termination of Office
Companies Act
Removal of directors
146. (1) A company may by ordinary resolution remove a director before the expiration of his or her period of office notwithstanding anything in its constitution or in any agreement between it and him or her.
(2) Subsection (1) shall not authorise the removal of a director holding office for life.
(3) In the case of a resolution to remove a director under this section or to appoint somebody instead of the director so removed at the meeting at which he or she is removed the following provisions shall apply—
(a) the company shall be given not less than 28 days’ notice of the intention to move any such resolution except when the directors of the company have resolved to submit it;
(b) on receipt of notice of such an intended resolution, the company shall forthwith send a copy of it to the director concerned, and the director (whether or not he or she is a member of the company) shall be entitled to be heard on the resolution at the meeting; and
(c) the company shall give its members notice of any such resolution at the same time and in the same manner as it gives notice of the meeting or, if that is not practicable, shall give them notice of it, either by advertisement in a daily newspaper circulating in the district in which the registered office of the company is situated or in any other manner allowed by this Act or by the constitution, not less than 21 days before the date of the meeting.
(4) Any such resolution that is passed that does not comply with the foregoing provisions shall, subject to subsection (5), not be effective.
(5) If, after notice of the intention to move such a resolution has been given to the company, a meeting is called for a date 28 days or less after the notice has been given, the notice, though not given within the time required by subsection (3)(a), shall be deemed to have been properly given for the purposes of that provision.
(6) Subject to subsection (8), where notice is given of an intended resolution to remove a director under this section and the director concerned makes in relation to that resolution representations in writing to the company (not exceeding a reasonable length) and requests their notification to the members of the company, the company shall, unless the representations are received by it too late for it to do so—
(a) in any notice of the resolution given to members of the company, state the fact of the representations having been made; and
(b) send a copy of the representations to every member of the company to whom notice of the meeting is sent (whether before or after receipt of the representations by the company).
(7) If a copy of the representations is not sent as mentioned in subsection (6) (either because they were received too late or because of the company’s default) the director concerned may, without prejudice to his or her right to be heard orally, require that the representations shall be read out at the meeting concerned.
(8) Copies of the representations need not be sent out, and the representations need not be read out at the meeting concerned, as mentioned in subsection (6) or (7), if, on the application either of the company or of any other person who claims to be aggrieved, the court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter and orders that those things need not be done.
(9) The court may order the company’s costs on such an application to be paid in whole or in part by the director concerned, notwithstanding that he or she is not a party to the application.
(10) A vacancy created by the removal of a director under this section may be filled at the meeting at which he or she is removed and, if not so filled, may be filled as a casual vacancy.
(11) A person appointed director in place of a person removed under this section shall be treated, for the purpose of determining the time at which he or she or any other director is to retire, as if he or she had become director on the day on which the person in whose place he or she is appointed was last appointed director.
Compensation for wrongful termination, other powers of removal not affected by section 146
147. Nothing in section 146 shall be taken—
(a) as depriving a person removed under it of compensation or damages payable to him or her, or any other remedy available to the person, in respect of the termination of his or her appointment as director or of any appointment terminating with that as director; or
(b) as derogating from any power to remove a director that may exist apart from that section.
Vacation of office
148. (1) In addition to the case provided by section 136 (share qualification of directors), the office of director shall be vacated if the director—
(a) is adjudicated bankrupt or being a bankrupt has not obtained a certificate of discharge in the relevant jurisdiction; or
(b) becomes or is deemed to be subject to a disqualification order within the meaning of Chapter 4 of Part 14 .
(2) Save to the extent that the company’s constitution provides otherwise, the office of director shall be vacated if—
(a) the director resigns his or her office by notice in writing to the company; or
(b) the health of the director is such that he or she can no longer be reasonably regarded as possessing an adequate decision making capacity; or
(c) a declaration of restriction is made in relation to the director and the directors, at any time during the currency of the declaration, resolve that his or her office be vacated; or
(d) the director is sentenced to a term of imprisonment following conviction of an indictable offence; or
(e) the director is for more than 6 months absent, without the permission of the directors, from meetings of the directors held during that period.
(3) In subsection (2)(d) the reference to a term of imprisonment includes a reference to such a term that is suspended.
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.
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.