Directors

The powers of the board of directors in Irish companies are set out in the Companies Act 2014, which vests company management in the board, except where shareholder approval is required. Directors act collectively, typically through board meetings, which must have a quorum of two unless it’s a single-director company.… Read the rest

Read a detailed Article on this subject with the Legislation and Cases, browse Irish Legal Guide  or Contact Us for advice. Background I Loans to director and guarantees and charges for their benefit are prohibited, with exceptions which may be available subject to conditions.… Read the rest

Directors in Irish companies often hold diverse roles, including key executive functions. While the position of a director itself isn’t automatically salaried, directors can receive payment through service contracts or employment agreements if stipulated. Non-executive directors typically receive fees for their services, and reimbursement for expenses incurred is allowed under standard provisions.… Read the rest

Directors in Ireland must disclose certain interests in shares or debentures within the company and its subsidiaries or holding company. These rules extend to interests held by connected parties, such as family members, and cover options, rights, and contracts related to shares.… Read the rest

Under the Companies Act 2014, directors of certain larger companies are required to provide a compliance statement confirming their efforts to ensure adherence to key obligations under company and tax law. This obligation applies to public limited companies (excluding investment companies) and large private companies with a balance sheet total exceeding €12.5 million and annual turnover over €2.5 million, though these limits can be adjusted by Ministerial order.… Read the rest

Directors’ Responsibilities and Duties Directors have significant responsibilities and potential liabilities, making directorships an appointment to consider carefully. Directors must act in good faith, prioritizing the company’s interests over personal benefit or those of specific shareholders.… Read the rest

Codified Directors’ Duties Under the Companies Act 2014 The Companies Act 2014 provides a statutory framework for directors’ duties, aligning Irish law with the UK Companies Act 2006. The duties emphasize that directors are accountable to the company itself, ensuring they act in its best interests.… Read the rest

Director Status and Appointment The status of a person as a director is determined by company and contract law principles. Directors are typically appointed by shareholders or, in some cases, by the board. Appointment requires the director’s consent and may be accompanied by a contract defining the role.… Read the rest