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Need a company director?
Coddan may provide a nominee for your Irish company. Whether you require an additional director to fulfill minimum Irish requirements, or if you need a nominee to maintain anonymity, Coddan can help. Sign up today for our Irish nominee director service. In all situations, we aim to provide the most cost-effective and comprehensive services. Take a look at the other services we offer: |
You can request your Irish company via our online order form. Company formation is usually completed within 5-10 business days. It only takes minutes to enter your details and to submit a registration form.
We provide a wide range of quality and reliable company formation services and administrative support not only to Irish nationals, but also to international clients located anywhere in the world. Why not get started today?
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Nominee Director Service for £450 per year:
Sometimes, a situation may arise that hinders us from moving forward with the goals that we have set for ourselves. This may also be true for those in the process of forming a new company. This is why Coddan is able to step in and play a part in bridging the gap between your company formation vision and the end result of obtaining your very own company. For those creating a new company in the Republic of Ireland, Coddan has arranged a special type of service that offers the provision of nominee shareholders or officers (Directors and Secretaries). The purpose of nominees are normally to either supplement the number of officers in your Irish company to reach the required minimum number, or nominees may also provide our clients with a way to achieve anonymity from their limited company, meaning you can remain anonymous from having any links to your company, as no personal details will be recorded at the CRO in Ireland. Rather, the names of the nominee directors and/or shareholders are indicated in the corporate documentation, according to their designation. Thus, the names of the company's beneficial owners are not disclosed to the CRO, so that clients are ensured the utmost confidentiality. Some may consider the cost of anonymity to be priceless; however, Coddan provides a 1-year service for nominee directors for only £450. Bear in mind, that the Republic of Ireland government requires that a physical individual be appointed as company director; in fact, a corporate entity is not acceptable to use in the position of company directors or secretaries. Subject to a thorough review of our clients, Coddan can, in most cases, personally act as an officer in your Irish company.
Who is a Nominee Director?
A nominee director is someone who in fact is renting his or her name to you. In other words, the name of this person is used and not yours for the incorporation documents. They are also taking the positions on paper of the company directors. Legally, according to your corporate documents, the nominee is responsible for the company or entity. In addition, if it is the case of a nominee that is also listed as one the shareholder, then they, in effect, also have ownership responsibilities as well.
To explain further, the basic function of the Nominee Director is to shield working executives of companies from being publicly disclosed within the Republic of Ireland and other jurisdictions. It is a perfectly legal device which preserves the privacy of an individual, and is designed to help a person who would rather not disclose their interest or association with a given corporate body. In reality, anyone performing a full company search on a company that possesses a nominee director would be unable to discover in whose name the director was actually registered. At the same time, the appointed nominees are not entitled to manage the company, meaning the nominees will never have the power to take over the company or make decisions without consent of the beneficial company owner. Coddan will provide the beneficial owner with a Power of Attorney (POA), empowering him to run the business, to manage the company's activities and to represent the company's affairs in all situations.
Each company formed in the Republic of Ireland must have a minimum of two directors, and one company secretary. The company secretary is also able to double as the second director of the company. Then, directors’ details are added to public record at the CRO, which means that these details are available to any person paying a small fee. We can offer you our professional nominee director or secretary service, so that you can keep your anonymity and not have to disclose your personal address or who operates your company.
Qualifications to Become Directors:
A person requires no formal qualifications to become a company director; in fact, a director is also not required to be a member, or shareholder, of the company unless the articles of association specifically provide for this. Certain parties, such as other corporate bodies, undischarged bankrupts, auditors of the company, or other disqualified persons are NOT eligible to act as company directors. In those cases where a person is restricted from acting as a director, the company must fulfill specific capital requirements with the CRO before having permission to be appointed as director.
The Companies Acts also imposes no restriction on the minimum age of company directors; however, the CRO will actively discourage the appointment of anyone under the age of 18 from taking up a company directorship on the grounds that the individuals concerned may not fully understand the legal liabilities that go with the position, and for the most part, they will not have the experience necessary to perform the duties of a company director. Clients should always bear in mind the impact on the credibility of their company and realise that who they appoint of officers may affect the status of the public record of their company.
Company Directors' Powers:
Whilst ultimate responsibility for corporate legal compliance generally rests with the directors, every company MUST also have a company secretary. Company secretarial responsibilities normally include the administration of meetings, the maintenance of the company's administrative records and the registration of share dealings. However your company may also choose to allocate additional legal compliance responsibilities to the company secretary. Hence in addition to basic secretarial compliance duties, other matters including the supervision of accounting, tax, pension and insurance affairs may also come within the secretarial function.
Directors' Company Law Responsibilities:
Basically, a company's directors act on behalf of the company. They only have powers to do what the company itself is legally entitled to do, and which have been conferred upon them via the company's articles of association. Normally, the powers of individual directors within a company are formally exercised by a resolution at a board meeting, usually decided by a majority of votes, and a company is obliged to keep minutes of such meetings. If decisions are made informally, a company's articles of association usually accept their validity, provided that a resolution is eventually signed by all of the directors. In a general meeting, the company itself cannot take any step which is delegated to the directors by virtue of its articles of association.
Directors' Duties and Obligations:
Company directors' responsibilities are extremely diverse. Their duties arise primarily from two sources: statutory law (i.e. legislative and EU regulations) and common law.
As the vast 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. Under such circumstances, the distinction between the company's property and the director/member's own property can be a matter of some confusion with the result that the directors treat company property as though it was their own. A company director has special status in relation to the company of which they are an officer. This special position is known as a 'fiduciary position', where the director is required to act in a manner which is legally becoming of their office and which places the interests of the company ahead of their own. Perhaps somewhat surprisingly to many, a director's duties are usually owed, in the first instance, to the company, and not to the members, creditors or employees of the company. However, in the case that a director expressly undertakes certain obligations to shareholders, he or she may stand in a fiduciary relationship to them and owe them fiduciary duties. This may particularly be the case in a small private company where shareholders often look to the directors for advice. A director is also obliged to give attention to the interests of the company's employees. However, this duty may not be enforced by the employees themselves and is instead owed to the company.
Directors' Common Law Duties:
Directors' common law duties can be summarised into three principles:
First, directors must exercise their powers in good faith, and in the interest of the company, as a whole, without abusing their powers. Their powers should be exercised in a manner that they honestly believe to be in the best collective interest of the company or the members, rather than in the interest of a particular member or members.
Next, Directors are not allowed to make an undisclosed profit from their position as director, and they must account for any profit that may be secretly derived. It is not automatically a breach of a director's duties to be involved in a business which competes with the company of which they are a director. However, where a director has a contract of employment, or a service contract, with the company, it may be in breach of their duties of fidelity and loyalty to the company to maintain this agreement.
Finally, directors are obliged to carry out their functions with extreme care, skill and diligence; ultimately, a director is liable for any loss resulting from their negligent behaviour. However, a director does not need to exhibit a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience.
In general, a director is justified in delegating duties to other officials of the company, where those duties may be more efficiently maintained in adherence to the company’s articles of association and the nature of its business. Directors, while not bound to give continuous attention to the affairs of the company, should make themselves available to attend meetings as much as possible.
Statutory Duties as a Company Officer:
It is a director’s duty, as a company officer, to comply with his or her obligations under the Companies Acts. If any duties are not followed, a director is presumed by the company to have permitted a default, unless the director can prove that all reasonable steps were taken to prevent it.
Duty to Maintain Proper Books of Account:
Under section 202 of the Companies Act, 1990, every company is required to maintain proper books of the company’s financial accounts. It is a criminal offence for any director of the company to fail to take all reasonable steps to ensure compliance with this requirement, and these books of account should be kept at the company's registered office or at such other place as the directors think fit. If a company, which is unable to pay its debts, is being legally dissolved, or “wound up”, and that company has failed to maintain proper books of account, the Court can, if satisfied that the failure to maintain proper books of accounts, which, in turn, contributed to the company's inability to pay its debts, hold every director at fault. Furthermore, the Court may make the directors personally liable for the debts of the company.
Duty to Prepare Annual Company Accounts:
Generally, companies, and, by extension, directors, are required to prepare accounts on an annual basis. The annual accounts are prepared from the information contained in the company's books of account and other relevant information. The accounts, which are also known as financial statements, are required to give 'a true and fair view’ of the state of the company's affairs and to be prepared in accordance with Companies Acts provisions and normal accounting practices.
Duty to have an Annual Audit Performed:
Having prepared the financial statements, the directors are generally obliged by law to have the financial statements audited at least once a year. An audit is an independent examination of the financial statements by an independent auditor. Having conducted an examination of the financial statements, the auditor is required to report to the members of the company. In that report, the auditor is required to state whether the financial statements give a true and fair view of the company's affairs and to decide if the financial statements are in agreement with the underlying books of account. It should be noted that certain companies can be exempted from the requirement to have an annual audit, provided that they comply with certain conditions.
Duty to maintain Certain Registers and other Documents:
Every company has a legal obligation to maintain certain registers and other documents. Company directors are responsible for ensuring that companies comply with those obligations and for keeping records maintained and updated. Directors are responsible for ensuring that the following registers and other documentation are maintained by the company, so that they may be made available to the appropriate parties:
 Register of members
Register of directors and secretaries
Register of directors' and secretary's interests
Register of debenture holders
Minute books
Directors' service contracts
Contracts to purchase own shares
Register of interests of persons in its shares (public limited companies only)
Duty to file certain Documents with the Registrar of Companies:
Company directors are legally obliged to ensure that certain documents are filed with the Registrar of Companies. These documents include the company’s annual return, change of registered office address, notice of increase in authorised capital, changes of officers, nomination of a new annual return date, and any resolutions passed by the company. Once filed with the Registrar, these become public documents and are open to inspection by any member of the public at the Companies Registration Office.
Duty of Disclosure:
Directors are required to disclose the directors’ and secretaries’ names, dates of birth, addresses, nationalities, occupations and details of any other directorships, as well as interests in shares of the company or other related companies in the register of directors' interests. Payments in connection with share transfers, and directors' service contracts with the company should be made available for inspection. Where a director has, in any way, an interest in a contract or proposed contract with the company, they are required to declare the nature of that interest at a meeting of the directors of the company. For the purposes of this requirement, a general notice directed to the other directors is considered to be a sufficient declaration of that interest.
Duty to Convene General Meetings of the Company:
The Companies Acts provides for two types of meeting of a company: an Annual General Meeting (AGM) and an Extraordinary General Meeting. General meetings of the company are meetings where members and directors conduct certain company business; therefore, annual general meetings are those general meetings held by companies annually. No more than 15 months should lapse between each meeting. The only exception to the requirement to hold a normally scheduled AGM is in the case of a single member private limited company, where the sole member may decide to dispense with the holding of an AGM. The AGM must be held in the State unless otherwise provided for in the articles or where all the members of the company agree.
During the AGM, directors are required to present the latest financial statements to all company members and to provide a supplementary directors’ report. During extraordinary general meetings (EGM) of the company, matters outside of normal business are conducted. Examples of occasions for EGM’s are if a company's net assets have fallen to 50%, or less of its “called-up” share capital. Where such circumstances exist, the auditors are normally required to state in their audit report that, in their opinion, an EGM is required.
Coddan aims to provide you with the tools you need to move forward with your Irish company formation. Whether you want to form a new company, ask us about our nominee director service, or request further information, contact us today.
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