Company Director

Director of a Limited Company in Ireland

Every Company registered in Ireland must have one secretary and a minimum of one director. If a Private Limited by Shares company (LTD) is a single director company, it must have a separate secretary.

What is a Single Director Company?

The Companies Act 2014 introduced the concept of single director companies. Private limited by shares companies can be single director companies (LTD companies). These companies are still required to have a separate company secretary. The company secretary must be someone other than the existing sole director. If the sole director appoints a separate company to act as its secretary, the sole director in question might also be a director of that secretarial company. However, he/she cannot sign documents for the first company as secretary where a document requires the signatures of both the director and secretary i.e. a person cannot sign both as director and as, or in place of, the secretary on the same form.

Can the Company Director sign as Secretary?

A private A single director company cannot satisfy certain requirements of the Companies Act by the signature of the sole director in a dual capacity as both director and secretary.

Notable forms which require the signatures of both the director and the secretary include:
Form A1 – the company incorporation document and
Form B1 – the annual return.
Two different people have to sign off on the forms. Equally and as already pointed out above, this would apply to companies with two directors signing off on the form B1. The one individual as director cannot sign the same form as both secretary and director. The second director is required to sign as well.
If a form A1 or B1 is received (or any other prescribed form that requires the signatures of both a director and the secretary for certification) and the same individual signs as both director and secretary, this form will be rejected and returned to the presenter.

Do Company Directors have to be Irish?

One of the directors is required to be resident in a member state of the European Economic Area (EEA).

The EEA consists of the member states of the EU (Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, the Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden) plus Iceland, Liechtenstein and Norway.

The UK will be in a transition period after leaving the European Union. This transition period is due to last until 31st December 2020. If thereafter there is no agreement in place, companies which have only UK resident directors will be required to comply with section 137 Companies Act 2014, i.e. the requirement to have an EEA-resident director.

Company Director qualifications

1) All company directors and secretaries (where applicable) must be over the age of 18 years,

2) An undischarged bankrupt cannot be an officer of a company. Undischarged bankrupt means a person who is declared bankrupt by a court of competent jurisdiction within the State or elsewhere, who has not obtained a certificate of discharge or its equivalent in the relevant jurisdiction

3) If a person who is being appointed director of a company is a person who is currently 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 undertaking, that person is required by law to ensure that Form A1 is accompanied by a duly completed Form B74.

4)A person shall not at particular time be a director of more than 25 companies. A person applying for company formation must state their list of other directorships. They should state the company name and number of other bodies corporate, whether incorporated in the State or elsewhere, of which the person is or has been director.

Company Director disclosure

Company Director's Residential address is disclosed in the CRO database.

The residential address of a company director can also be omitted but only in limited circumstances. It does not apply to an address already supplied to the CRO

Under Section 150(11) of the Companies Act 2014, it is possible for a company director not to disclose their residential address on a form submitted to the CRO.

CRO - Residential Address Disclosure

Any exemption will take effect from the date that the Form T1 is registered and will apply to information submitted on Forms to the CRO after this date. Please note that the CRO cannot remove or amend a document from the Register which has already been submitted.

Successful applicants will instead enter the registered office address of the company rather than their residential address.

The applicant is responsible for the non-disclosure of the residential address where the application is successful. The CRO accepts no responsibility for the subsequent disclosure of the address by the company on any form submitted to the CRO.

All other relevant information must be supplied eg Date of Birth, details of other company directorships etc. The omission only applies to the residential address.

CRO - Residential Address Disclosure

An application to request the exemption of the usual residential address of an officer of a company from appearing on the register shall comply with the following:

(i) The request for an exemption is sent to the Registrar in an envelope marked "For the Attention of the Registrar" and is accompanied by the Form T1. As the exemption will apply from the date of the registered T1 – a Form appointing the individual or changing the address of the individual (eg A1 – company incorporation or B10 – change in director details) may also be enclosed with the T1;

(ii) The application requesting an exemption in accordance with section 150(11) must be accompanied by a supporting statement from an officer of the Garda Síochána not below the rank of a Chief Superintendent;

(iii) This statement must contain a request that the usual residential address of a person who is an officer of the company shall not appear on the register kept by the Registrar for reasons of personal safety or security.

Where the Registrar is fully satisfied that the officer of the company has fully completed the procedure, she will notify the officer of the company concerned that an exemption has been granted.

Certificate of Incorporation

CRO - Company Officers

The requirement to have at least one resident director from a member State does not apply to any company which for the time being holds a bond, in the prescribed form, in force to the value of €25,000 and which provides that in the event of a failure by the company to pay the whole or part of -

a fine imposed on the company in respect of an offence under the Companies Act 2014 committed by it, being an offence which is prosecutable by the Registrar of Companies and
a fine imposed on the company in respect of an offence under section 1078 of the Taxes Consolidation Act 1997 and
a penalty which it has been held liable to pay under section 1071 or 1073 of the Taxes Consolidation Act 1997,

there shall become payable under the bond a sum of money for the purpose of same being applied in discharge of the whole or part of the company's liability in respect of any such fine or penalty.

The bond must have a minimum period of validity of two years, commencing no earlier than the occurrence of the event giving rise to the requirement for the bond. The surety under the bond must be a bank, building society, insurance company or credit institution.

(The UK will be in a transition period after leaving the European Union. This transition period is due to last until 31st December 2020. If thereafter there is no agreement in place, companies which have only UK resident directors will be required to comply with section 137 Companies Act 2014. This is the requirement to have an EEA-resident director).

If, following incorporation, a company applies for and is granted a certificate from the registrar of companies that the company has a real and continuous link with one or more economic activities that are in carried on in the State, that company will be exempted from the requirement to have at least one EEA resident director from the date of the certificate, as long as the certificate remains in force. Application for this certificate is made on Form B67, and must be accompanied by a statement from the Revenue Commissioners made within two months of the date of the application by a statement that the Revenue Commissioners have reasonable grounds to believe that the company has such a link.

Application for this certificate is made on Form B67, and must be accompanied by a statement from the Revenue Commissioners that the company has a real and continuous link with one or more economic activities being carried on in the State. This statement must be within two months of the date of the application.Link to Forms page

CRO practice note on section 137 bonds (required where company has no EEA resident director) and new companies

Presenters are requested to clearly identify applications for incorporation that are accompanied by bonds.
The prescribed execution requirements (i.e. under the Common Seal of the Surety) must be adhered to.
The original bond, together with the certified counterpart copy of same, should be submitted to the CRO, with the Form A1.

Effective date of bond

A period of two years is prescribed as the minimum period to be specified as being the period of validity of the bond, which period is to commence not earlier than the occurrence of the event which gave rise to the requirement to effect a bond. Furthermore, for new companies, the bond must be effective as at the date of incorporation.

With regard to new companies, the event which gives rise to the requirement to effect a bond is the incorporation of a company without a resident director. However, there is also a statutory requirement that the bond be furnished to the CRO pre-incorporation, with the Form A1.

It should be noted that paragraph 5 of the bond enables the parties to stipulate the commencement date of the bond. This is not required to correspond with the date on which the parties execute the bond, and so the parties have a degree of flexibility.

The CRO has implemented the following requirements in relation to the effective date of bonds received in connection with new companies:

The effective date of the bond may not exceed four working days prior to the date of the company's incorporation, exclusive of incorporation date.

As customers are aware, service standards apply to all incorporation schemes. These are:

*Fé Phrainn: incorporation within ten working days of receipt of documents by the CRO
*Online A1: incorporation within five working days
*Ordinary: while there is no guaranteed service level, in practice it currently takes 15 working days.

In calculating the date from which the bond is to take effect, therefore, applicants ought to take account of the incorporation scheme which they are utilising and the relevant customer service standard.

The following effective dates will apply in practice:

*Fé Phrainn: the bond ought to take effect as and from the fifth working day after the date of receipt of Form A1 by the CRO.
*Online A1: the bond ought to take effect as and from the date of receipt of Form A1.
*Ordinary Scheme: the bond ought to take effect as and from the tenth working day after the date of receipt of Form A1.

In the event that an application for incorporation accompanied by a bond is returned by the CRO to the presenter for amendment, a new bond with an adjusted effective date in line with the above will be required, unless the revised application is resubmitted to the CRO within five working days.

For further information see Information Leaflet No.17, The Requirement to have an EEA-Resident Director. Link to Information Leaflets

Need help with Company Registration?

If you require any help with a Company registration, please complete the form and order your company here:

Company Registration

€125

Included is:

Company Name check
Form A1
Company Constitution
CRO Fixed Fee €50
Company Certificate

You may also find useful:

Corporation Tax Return - from €120
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