Duties of Directors and Secretaries

Under the Companies Act 2014, a director of a company:

cannot be under the age of eighteen, as detailed in Section 131 of the Companies Act 2014. Any appointment of a minor as a director is void and the minor ceases to have the power to act as a director. Equally where a secretary is an individual, the secretary must also be over eighteen.
cannot be a body corporate, as detailed in Section 130 of the Companies Act 2014
cannot be an undischarged bankrupt, as detailed in Section 132 of the Companies Act 2014
cannot be a director of more than 25 companies unless those other companies are exempted, as detailed in Section 142 of the Companies Act 2014
cannot be disqualified, as detailed in Chapter 4 Part 14 of the Companies Act 2014

Please Note: There are exemptions to the 25 company limit. Exempted companies, for the purpose of the 25 company rule, include:

PLCs (public limited companies),
Companies with Form B67 registered (statement that company has a real and continuous link with one or more economic activities that are being carried on in the State).
Where Form B68 is filed, that company is also exempted. Form B68 is a statement that the company be exempted as it holds a licence under Section 9 of the Central Bank Act 1971 or because it is a company falling within the provisions of Schedule 5 of the Companies Act 2014.
A holding company and its subsidiaries are counted as one company for the purposes of Section 142 of the Companies Act 2014.

A Form B74 (see the Forms page) is required to be completed by any person being appointed as director of an Irish registered company (Form A1), where that person is currently disqualified in a foreign jurisdiction from acting as a director or secretary of a body corporate or an undertaking. The B74 sets out the jurisdiction in which the individual is so disqualified, the date on which he/she became so disqualified and the period for which he/she is so disqualified.

If a person whose appointment as director is notified to the CRO on form B10 is currently disqualified abroad, that person is required to ensure that the B10 is accompanied by a properly completed B74 signed by him/her on its delivery to the CRO.

A Form B74a is required to be completed (see the Forms page) where a person already appointed as a director of an Irish registered company becomes disqualified in a foreign jurisdiction after the notice of appointment. This notice should be filed within 15 days of the disqualification.

Part 5 of the Companies Act 2014 sets out the duties of directors and other officers and apply to every company on the register. Directors Duties have been codified and placed into the Act to provide transparency as to the role of company officers. The Act can only realistically provide core duties of position and case law may determine other requirements/existing requirements

Minimum number of Directors
Every company is required to have 2 directors. There is one exception to this and this is the LTD company type registered under Part 2 of the Companies Act 2014. This Private limited by shares – LTD company type can have a single director if so desired.

All other company types must have two directors – public companies, DACs (Designated Activity Companies), unlimited and guarantee companies. Every company should have an EEA (European Economic Area) resident director. (Section 137). An alternate director is insufficient to meet the requirements of the section. There are exceptions.

The requirement does not apply to a company which has a bond (€25,000) in place.
The residency requirement does not apply to a company which has a certificate under section 140 of the Companies Act 2014. This certificate, made after application on a form B67, is in respect of a company having a real and continuous link with one or more economic activities that are being carried on in the State.

The principal fiduciary responsibilities of a director are set out in Part 5 of the Companies Act 2014.

There is a requirement on a director to act in good faith, to act honestly and responsibly and to act according to the company’s constitution. There is a requirement for the directors to have regard to the interests of the company’s employees as well as to the interest of the members. Under section 231 of the Act, there is a duty on directors to disclose any interest they have in contracts made by the company. The duties set out in the Act are not exhaustive and will still require directors to consider obtaining legal advice concerning compliance with their duties.

Section 228 states:
1) A director of a company shall:

(e) not agree to restrict the director’s power to exercise an independent judgment unless:

(f) avoid any conflict between the director’s duties to the company and the director’s other (including personal) interests unless the director is released from his or her duty to the company in relation to the matter concerned, whether in accordance with provisions of the company’s constitution in that behalf or by a resolution of it in general meeting;
(g) exercise the care, skill and diligence which would be exercised in the same circumstances by a reasonable person having both:

(h) in addition to the general duty under section 224 (duty to have regard to the interests of its employees in general), have regard to the interests of its members.

(2) If a director of a company considers in good faith that it is in the interests of the company for a transaction or engagement to be entered into and carried into effect, a director may restrict the director’s power to exercise an independent judgment in the future by agreeing to act in a particular way to achieve this.

(3) Without prejudice to the director’s duty under subsection (1)(a) to act in good faith in what the director considers to be the interests of the company, a director of a company may have regard to the interests of a particular member of the company in the following circumstances.

(4) Those circumstances are where the director has been appointed or nominated for appointment by that member, being a member who has an entitlement to so appoint or nominate under the company’s constitution or a shareholders’ agreement.

Directors of certain relevant companies must supply compliance statement as part of the directors report, as detailed in Section 325 of the Companies Act 2014, that accompanies financial statements submitted to CRO.

A relevant company in such a case is one with Balance Sheet Total in excess of €12.5m and with a Turnover in excess of €25m. Directors of such companies must acknowledge responsibility for securing compliance with its obligations and confirming whether certain things have been done, as detailed in Section 225(3) of the Companies Act 2014.

Those certain things are – the drawing up a Compliance Policy Statement setting out company’s policies regarding obligations and then setting out arrangements designed to ensure compliance. Thirdly, a review to be conducted of those arrangements during the financial year. If these things are not done this must be stated in the directors report.

Relevant obligations means anything where a failure to comply will result in a category 1/2 offence being committed or a serious Market Abuse offence/Prospectus offence.

Category 1 Offences

Section 286 Accounting records – offences committed under sections 281-285.
Section 722 fraudulent trading of company.

Category 2 Offences

Section 68 – Limitation on offers of securities to the public
Section 82 – Financial assistance for the acquisition of shares
Section 87 – Liability of members in respect of reduced calls.
Section 101 – Personation of shareholder
Section 102 – Company acquiring its own shares
Section 132 – Prohibition of undischarged bankrupt being director or secretary or otherwise involved in company.
Section 248 – Offence for contravention of s.240 – prohibition of loans etc to directors and connected persons.
Section 286 – Accounting records – offences committed under sections 282-286.
Section 291 – Company entity financial statements
Section 292 – IFRS entity financial statements
Section 294 – Company group financial statements
Section 295 – IFRS group financial statements
Section 324 – Approval and signing of statutory financial statements by board of directors
Section 330 – Directors report: statement on relevant audit information
Section 355 – Approval and signing of abridged financial statements
Section 356 – Special report of the statutory auditors on abridged financial statements
Section 387 – right to information and explanations concerning company
Section 388 – right to information and explanations concerning subsidiary undertakings
Section 389 – offence to make false statements to statutory auditors
Section 406 – false statement in returns, financial statements etc.
Section 416 – entries of satisfaction and release of property from charge
Section 468 – experts report merger
Section 484 – criminal liability for untrue statements in merger documents
Section 492 – experts report division
Section 507 – criminal liability for untrue statements in division documents
Section 602 – voidance of dispositions of property after commencement of winding up.

Does every company need a company secretary?
Yes, every company registered under the provisions of the Companies Act 2014, is required to have a company secretary (“the secretary”). This includes single-member and single-director private limited companies, as detailed in Section 129 of the Companies Act 2014. The company secretary and the director(s) are considered to be the officers of the company, as detailed in Section 2 of the Companies Act 2014.

Who can act as company secretary?
Every company must have one director, and the secretary may also be one of the directors of the company. A single-director LTD company must have a separate secretary. A body corporate may act as secretary to a company (but not to itself). A provision of the Companies Act 2014 or any instrument under it or a company’s constitution requiring or authorisation 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, as detailed in Section 134 of the Companies Act 2014.

What qualifications does a company secretary need?
The secretary of a private company is not required to have any formal qualifications. However, the directors must take all reasonable steps to ensure that the secretary (or each joint secretary) has the skills necessary to discharge his/her statutory and other legal duties and such other duties as may be delegated to the secretary by the directors, as detailed in Section 129(4) of the Companies Act 2014.

Directors of a public limited company must take all reasonable steps to ensure that the secretary (or each joint secretary) is a person who appears to them to have the requisite knowledge and experience to carry out the functions of secretary, as detailed in Section 1112 of the Companies Act 2014, and who:

(a) for at least three years of the five years immediately preceding his/her appointment as secretary held the office of secretary of a company; or

(b) is a member of a body for the time being recognised for the purposes of Section 1112 by the Minister for Enterprise, Tourism and Employment (to date, only the Institute of Chartered Secretaries and Administrators has been so recognised by the Minister); or

(c) is a person who by virtue of his/her holding or having held any other position or his/her being a member of any other body appears to the directors to be capable of discharging those functions.

What details must be recorded by a company in relation to the company secretary?
A company is obliged to keep at its registered office a register of its directors and secretary. The following information is required to be recorded in this register in relation to the secretary:

Where the secretary is an individual, his/her present name, former names, date of birth and his/her usual residential address.
Where the secretary is a body corporate, its name, the register in which it is registered and its registered office, as detailed in Section 149 of the Companies Act 2014.

Where all the partners in a firm are joint secretaries of a company, the name and principal office of the firm can be given. For assistant and deputy secretaries, the same particulars are required as of a secretary.

The secretary is obliged to give information to the company to enable it to keep an accurate register. A company is also required to keep a register of the directors and the secretary, as detailed in Section 216 of the Companies Act 2014. A secretary is required to disclose to the company his/her interest in shares held by him/her in the company, as detailed in Chapter 5 Part 5 of the Companies Act 2014.

The secretary is obliged to notify the company in writing of his/her interest in shares or debentures of the company and the number of shares of each class and the amount of debentures of each class in which he/she holds in that company and its holding and subsidiary companies.

He/she is also obliged to notify the company where he/she enters a contract to sell any such shares or debentures, assigns or exercises a right granted to him/her to subscribe for shares or debentures in the company or receives a right to subscribe for shares or debentures in the company’s holding company subsidiary or fellow subsidiary.

What information must be notified to the CRO in connection with the company secretary?
When notifying the CRO of any particulars or changes in particulars relating to a company or its officers, it is necessary to use the correct form.

The name of the first secretary and his/her consent to acting in that capacity must be sent to the CRO with the constitution of the company – such person is then deemed to have been appointed as secretary, as detailed in Section 22(2) of the Companies Act 2014. This information is furnished to the CRO on Form A1, the original application form for the setting up of a company.

Subsequent appointments of a secretary will be in accordance with Section 129(3) of the Companies Act 2014 and subject to Section 25(5) of the Companies Act 2014. “The secretary shall be appointed by the directors for such term, at such remuneration, and upon such conditions as they think fit and any secretary so appointed may be removed by them.”

Details of the secretary appointed subsequent to a company’s formation must be notified to the CRO on Form B10; the company is obliged to file this form in the CRO within 14 days of any change in its secretary. The form includes a consent to act as secretary which must be signed by the person who is being appointed as such. Details of any changes in the particulars concerning its secretary (i.e. change of address), as well as of the resignation of a secretary, must also be notified to the CRO by the company on a Form B10. This form must be filed electronically free of charge on CORE. It is an offence to fail to file a Form B10 with the CRO.

The duties of a secretary are duties delegated to the position by the directors. There is no definitive term covering what this will entail. Directors must ensure person is capable of doing the job. For PLCs though, there is reference to categories of qualification as secretary:

For 3 of last 5 years has been a secretary
Member of recognised body or
Appear to be capable of discharging the duties

Please Note: Single-director companies (LTD company model only) must have a separate secretary. The director cannot also act as the secretary.

What are the duties of a company secretary?
There is an express statutory duty on each director of a company to ensure that the requirements of the Companies Act 2014 are complied with by the company, as detailed in Section 223 of the Companies Act 2014.

Apart from the foregoing, although the secretary is an officer of the company, the Companies Act 2014 does not expressly state the duties of a secretary. A secretary’s duties (which are frequently extensive), his/her conditions of appointment and entitlement to remuneration will be laid down by the directors of the company. A secretary may have a contract of service or a contract of employment with the company, which may be an oral contract or in writing.

The Companies Act 2014 imposes a number of tasks on the secretary, but few are his/her exclusive responsibility. Frequently, the task may be performed by the secretary and a director (one such duty is the secretary’s duty to sign the annual return, which also requires the signature of one of the directors) or by either a secretary or a director.

Many of the provisions of the Companies Act, which criminalise default by a company, further provide that any officer of the company who is in default shall also be liable to a fine or a penalty. An officer in default is defined as any officer who “authorises, or who, in breach of his duty as such officer, permits the default” in question, as detailed in Section 270 of the Companies Act 2014. An officer will be presumed to have permitted a default by a company if in relevant proceedings, where it is proved that the defendant was aware of the basic facts concerning the default, it shall be presumed that the defendant permitted the default unless the defendant shows that he/she took all reasonable steps to prevent it, or by reasons of circumstances beyond the defendant’s control, was unable to do so.

The functions of a secretary are essentially administrative and not managerial. For instance, a secretary commonly:

provides comprehensive legal and administrative support and guidance to the board of directors
ensures that the board’s decisions and instructions are properly carried out and communicated
has responsibility to ensure that the company complies with all relevant statutory and regulatory requirements
has responsibility for communication with the shareholders when required
acts as principal administration officer, liaising with staff, customers, suppliers, media and the board of directors
executes important documentation on behalf of the company, together with a director

It is also common for the secretary to undertake the following specific duties:

(a) Maintaining the statutory registers and minute books
The secretary keeps up to date the various statutory registers which are required to be maintained by the company under the Companies Act 2014.

These are the:

register of members
register of directors and secretaries
register of directors’ and secretaries’ interests in shares and debentures
register of the instruments which create charges

(b) Convening meetings of members
The Companies Act 2014 lays down minimum statutory periods of notice of company meetings required to be given to shareholders and the company’s auditor. At least 21 clear days’ written notice of an annual general meeting (AGM) is required or for an EGM required for the passing of a special resolution. In the case of an Extraordinary General Meeting (EGM) of a private company or an unlimited company, at least seven clear days’ written notice must be given in writing. In the case of a traded PLC, at least 14 clear days’ written notice of an EGM is required to be given, as detailed in Section 1102 of the Companies Act 2014.

Where it is proposed to pass a special resolution at a meeting, the notice is required to specify the wording of the proposed special resolution.

Where all the members of a company who are entitled to attend and to vote at a meeting unanimously agree to call a meeting, then, notwithstanding a shorter notice period, the meeting shall be validly called, provided the auditors of the company agree.

(c) Ensuring that statutory forms are completed and filed on time in the CRO
Changes in the situation of the company’s registered office or changes amongst the company’s officers or in their particulars ought to be notified to the CRO on the relevant statutory forms, which must be properly completed and signed by a current officer of the company per CRO records.

A change of registered office is notified to the CRO on Form B2. A change of director or secretary or of details of their particulars such as a change of name or address must be notified on Form B10. These details are required by statute to be notified to the CRO within 14 days of the change occurring. Forms B2 and B10 must be filed on CORE.

(d) Delivering to the CRO copies of resolutions passed by the company
Special resolutions and certain other resolutions must, within 15 days of their passing by the company, be delivered to the CRO (see “Filing Documents With the CRO” for further information on resolutions). Failure to file a resolution does not invalidate the resolution, but a fine may be imposed on the company and any officers in default, this is a Category 4 offence.

The resolutions that must be filed in the CRO, in addition to special resolutions, are:

unanimous resolutions which had they not been unanimous would have had to be passed by a special resolution
resolutions agreed by all the members but which if not agreed unanimously were required to be passed by some particular majority or manner
all resolutions which bind all the members of a particular class of shareholders
resolutions increasing or decreasing the authorised share capital of the company
resolutions conferring authority for the allotment of shares
resolutions attaching rights or restrictions to any share
resolutions varying any such right or restriction to any share
resolutions classifying any unclassified share
resolutions converting shares of one class into shares of another class
resolutions converting share capital into stock and resolutions converting stock into share capital
resolutions that a company be wound up voluntarily

(e) Supplying a copy of the company’s financial statements to every member of the company, every debenture holder and every person who is entitled to receive notice of general meetings
The financial statements are required to be sent at least 21 clear days before a meeting of the company at which they are to be laid, as detailed in Section 338 of the Companies Act 2014.

(f) Keeping or arranging for the keeping of minutes of directors’ meeting and general meetings
There is a statutory obligation on a company as soon as may be possible to enter the minutes of all proceedings of general meetings in books kept for that purpose, as detailed in Section 199(1) of the Companies Act 2014.

(g) Ensuring that those entitled to do so may inspect company records
Those who are entitled to inspect the records are the members of the company, the officers of the company and the general public.

(h) Custody and use of the company seal
Every company is required to have a seal, with its name engraved in legible characters. The secretary is frequently given responsibility for the safekeeping of the company’s seal. Other than section 43 of the Companies Act 2014, the constitution of the company generally makes provision for the affixing and attestation of the company seal. Section 43 provides that:

If a company has appointed a registered person the company’s seal may be used by such person and any instrument to which the company’s seal shall be affixed when it is used by the registered person shall be signed by that person and countersigned by the secretary or a director of the company or by some other person appointed by its directors for the purpose.

A company seal cannot be obtained from the CRO.

(i) Ensuring that company complies with its obligation to publish its name
a company is required to paint or affix its name in a conspicuous place, in legible letters, on the outside of every office or place in which its business is carried on, as detailed in Section 49 of the Companies Act 2014. A company is further required to have its name mentioned in legible characters in all business letters of the company and in all cheques, invoices and receipts of the company. A fine may be imposed on the company and on any officer in default for breach of the foregoing. If a company officer issues or authorises the issue of any business letter of the company or signs a cheque or order for goods, and the name of the company is not mentioned in legible characters, that officer is liable to be fined and will also be personally liable unless the amount due on foot of the cheque or order for goods is paid by the company.

(j) Ensuring that particulars relating to directors are shown on all business letters of the company
A company is required to state in all business letters on or in which the company’s name appears and which are sent by the company to any person, in legible characters in relation to every director, the following particulars:

(iii) nationality, if not Irish, as detailed in Section 151 of the Companies Act 2014.

For the purposes of this requirement, “director” includes any person in accordance with whose directions or instructions the directors of the company are accustomed to act. A fine may be imposed on the company and on any officer who does not ensure that those particulars are specified on the company’s stationery.

What rights does a company secretary have?
No specific rights are accorded to a secretary under the Companies Act. Any rights which a secretary may have are dependent on his contract of employment with the company (if any) or under general employment law.

The Directors’ Report shall be approved by the board of directors making the report and signed on their behalf by two directors, where there are two or more directors. Where the company has a sole director, that director must approve and sign the report or reports, as detailed in Section 332(1) of the Companies Act 2014.

Every copy of every director’s Report which is laid before the members in general meeting or which is otherwise circulated, published or issued shall state the names of the persons who signed it on behalf of the board of directors in typed form along with the date of signing, as detailed in Section 332(3) of the Companies Act 2014.

Exemptions
Small companies must file a directors report unless exempted. However there is certain information that is not required by a qualifying small company to submit.

Under Section 325 (1A) of the Companies Act 2014 as amended by Section 41 of the Companies (Accounting) Act 2017, small companies are not required to include a business review.
Under Section 326 of the Companies Act 2014 as amended, a small company is exempt from the requirements under subsection 3 – description of the use of financial instruments.
Under Section 327 of the Companies Act 2014 where a company decides to include a business review they are still exempted from the requirements under subsection 3(b) – an analysis using non-financial key performance indicators.

Section 355(6)(b) of the Companies Act 2014 requires that the Directors’ Report must be accompanied by a certificate signed by the Secretary of the company in written or electronic form stating that it is a true copy of the information laid before the members in general meeting. The Certification of the Financial Statements by the Secretary on the B1 Form will satisfy this requirement.

Micro Companies
Micro Companies under the terms of Section 325 of the Companies Act 2014 as amended by Section 41 of the Companies (Accounting) Act 2017, are not required to prepare a directors report provided that the information required under Section 328 of the Companies Act 2014 is included as a note or a footnote to the balance sheet. Section 328 of the Companies Act 2014 refers to acquisition or disposal of own shares.

Micro companies are exempt from the requirements of Section 326(3) of the Companies Act 2014 (financial instruments) and Section 327(1) of the Companies Act 2014 (business review).

Companies Limited by Guarantee and not having a share capital have an exemption from having to provide information on the:

(i) the acquisition and disposal of the company’s own shares; and,

(ii) director’s interests in the company’s own shares and debentures, see Part 18, Chapter 5, Section 1216 of the Companies Act 2014.

Public Unlimited Companies without a share capital
Public Unlimited Companies without a share capital also have an exemption from providing the information required by Section 325(1)(c) of the Companies Act 2014 on the acquisition and disposal of the company’s own shares and on the directors’ interests in the company’s own shares and debentures as required by Section 329 of the Companies Act 2014 under the terms of Part 19, Chapter 5, Section 1271 of the Companies Act 2014.

Other than in the case of the above Exemptions, the Directors of a company shall for each financial year, under the terms of section 325 of the Companies Act 2014, prepare a “Director’s Report” dealing with the matters under the following headings:

1. General matters in relation to the company and the directors, as detailed in Section 326 of the Companies Act 2014;

2. A Business Review, as detailed in Section 327 of the Companies Act 2014;

3. Information on the acquisition or disposal of the company’s own shares, as detailed in Section 328 of the Companies Act 2014;

4. Director’s Report: Information on interests in shares or debentures, as detailed in Section 329 of the Companies Act 2014;

5. A statement on any relevant audit information, as detailed in Section 330 of the Companies Act 2014.

1. Director’s Report: General Matters in relation to the company and the director’s
(1) The directors’ report for a financial year shall state:

(a) the names of the persons who, at any time during the financial year, were directors of the company,

(b) the principal activities of the company during the course of the year,

(c) a statement of the measures taken by the directors to secure compliance with the requirements of Sections 281 to 285 of the Companies Act 2014, with regard to the keeping of accounting records and the exact location of those records,

(d) the amount of any interim dividends paid by the directors during the year and the amount, if any, that the directors recommend should be paid by way of final dividend.

(2) Where relevant in a particular financial year, the directors’ report shall state:

(a) particulars of any important events affecting the company which have occurred since the end of that year,

(b) an indication of the activities, if any, of the company in the field of research and development,

(c) an indication of the existence of branches (within the meaning of Council Directive 89/666/EEC) of the company outside the State and the country in which each such branch is located,

(d) political donations made during the year that are required to be disclosed by the Electoral Act, 1997.

(3) Where material for an assessment of the company’s financial position and profit or loss, the directors’ report shall describe the use of financial instruments by the company and discuss, in particular:

(a) the financial risk management objectives and policies of the company, including the policy for hedging each major type of forecasted transaction for which hedge accounting is used, and

(b) the exposure of the company to price risk, credit risk, liquidity risk and cash flow risk.

A small or micro company is exempt from providing information under Subsection(3).

2. Director’s Report: Business Review
(1) The directors’ report for a financial year shall contain:

(a) a fair review of the business of the company, and

(b) a description of the principal risks and uncertainties facing the company.

A small or micro company is exempt from the provisions of subsection (1)

(2) The review shall be a balanced and comprehensive analysis of:

(a) the development and performance of the business of the company during the financial year, and

(b) the assets and liabilities and financial position of the company at the end of the financial year, consistent with the size and complexity of the business.

(3) The review shall, to the extent necessary for an understanding of such development, performance or financial position or assets and liabilities, include:

(a) an analysis of financial key performance indicators, and

(b) where appropriate, an analysis using non-financial key performance indicators, including information relating to environmental and employee matters.

Where a small or micro company provides information required under point 1 above, it is exempt from the requirements of point (3), part (b).

(4) The directors’ report shall, where appropriate, include additional explanations of amounts included in the statutory Financial Statements of the company.

(5) The review shall include an indication of likely future developments in the business of the company.

(6) In this section, “key performance indicators” means factors by reference to which the development, performance and financial position of the business of the company can be measured effectively.

3. Director’s Report: Information on the acquisition and disposal of own shares
Where, at any time during a financial year of a company, shares in the company:

(a) are held or acquired by the company, including by forfeiture or surrender in lieu of forfeiture, or

(i) the number and nominal value of any shares of the company held by the company or any subsidiary undertaking at the beginning and end of the financial year together with the consideration paid for such shares

(ii) a reconciliation of the number and nominal value of such shares from the beginning of the financial year to the end of the financial year showing all changes during the year including further acquisitions, disposals and cancellations, in each case showing the value of the consideration paid or received, if any, and

(iii) the reasons for any acquisitions made during the financial year and

(iv) the proportion of called-up share capital held at the beginning and end of the financial year.

4. Director’s Report: Information on interests in shares or debentures
(1) The directors’ report in respect of a financial year shall, as respects each person who, at the end of that year, was a director of the company:

(a) state whether or not he or she was, at the end of that financial year, interested in shares in, or debentures of, the company or any group undertaking of that company,

(b) state, if he or she was so interested at the end of that year, the number and amount of shares in, and debentures of, the company and each other undertaking (specifying it) in which he or she was then interested,

(c) state whether or not he or she was, at the beginning of the financial year (or, if he or she was not then a director, when he or she became a director), interested in shares in, or debentures of, the company or any other group undertaking, and

(d) state, if he or she was so interested at either of the immediately preceding dates, the number and amount of shares in, and debentures of, the company and each other undertaking, specifying it, in which he or she was so interested at the beginning of the financial year or, as the case may be, when he or she became a director.

(2) The reference in part 1 to the time when a person became a director shall, in case of a person who became a director on more than one occasion, be read as a reference to the time when he or she first became a director.

(3) The information required by part 1 to be given in respect of the directors of the company shall also be given in respect of the person who was the secretary of the company at the end of the financial year concerned.

(4) For the purposes of this section, references to interests of a director and secretary in shares or debentures are references to all interests required to be recorded in the register of interests under Section 267 of the Companies Act 2014 and includes interests of shadow directors and de facto directors required to be so registered.

5. Director’s Report: Statement on relevant audit information
(1) The directors’ report in relation to a company shall contain a statement to the effect that, in the case of each of the persons who are directors at the time the report is approved in accordance with Section 332 of the Companies Act 2014:

(a) so far as the director is aware, there is no relevant audit information of which the company’s statutory auditors are unaware, and

(b) the director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company’s statutory auditors are aware of that information.

(2) In this section “relevant audit information” means information needed by the company’s statutory auditors in connection with preparing their report.

(3) A director is regarded as having taken all the steps that he or she ought to have taken as a director in order to do the things mentioned in subsection (1)(b) if he or she has:

(a) made such enquiries of his or her fellow directors (if any) and of the company’s statutory auditors for that purpose, and

(b) taken such other steps (if any) for that purpose, as are required by his or her duty as a director of the company to exercise reasonable care, skill and diligence.

(4) Nothing in section 330 shall be read as reducing in any way the statutory and professional obligations of the statutory auditors in relation to forming their opinion on the matters specified in Section 336 of the Companies Act 2014.

(5) Where a directors’ report containing the statement required by this section is approved in accordance with Section 332 of the Companies Act 2014 but the statement is false, every director of the company who:

(a) knew that the statement was false, or was reckless as to whether it was false, and

(b) failed to take reasonable steps to prevent the report from being so approved, shall be guilty of a category 2 offence.

(6) Under the terms of Section 167(3) of the Companies Act 2014, Directors of a relevant private company (or a holding company and all its subsidiaries together) which has turnover exceeding €50m and a balance sheet total exceeding €25m, must state in their Directors’ Report under Section 325 of the Companies Act 2014, (a) whether the company has established an audit committee or decided not to do so and (b) if the company has decided not to established an audit committee, the reasons for that decision.

6. Director’s Report: Copy to be included of any Notice issued under certain banking legislation
The Directors’ Report shall contain a copy of any Disclosure Notice issued in respect of the company under Section 33AK of the Central Bank Act 1942 during the financial year to which the report relates.

This requirement is in addition to other requirements of the Act that apply in certain cases and which require the inclusion of matters in a Directors’ Report namely:

Statement in accordance with Section 167(3) of the Companies Act 2014 as to the establishment or otherwise of an audit committee in the case of a relevant private limited company, and
A director’s compliance statement in the case of a company to which Section 225(2) of the Companies Act 2014 relates.

Group Director’s Report
Where a holding company prepares group Financial Statements the company shall also prepare a Director’s Report that is a consolidated report (Group Director’s Report) dealing with the company and its subsidiary undertakings included in the consolidation taken as a whole, as detailed in Section 325(3) of the Companies Act 2014.

In relation to a Group Directors’ Report, Section 326, subsections (1)(b) and (c), (2), (3) and 3(a) of the Companies act 2014 shall have effect as if the reference to the company were a reference to the company and its subsidiary undertakings included in the consolidation.

In relation to a Group Directors’ Report, Section 327 of the Companies Act 2014 has effect as if the references to the company were references to the company and its subsidiary undertakings included in the consolidation.

Where group Financial Statements are published with entity Financial Statements it is sufficient to prepare the Group Director’s Report referred to above in Section 325(3) of the Companies Act 2014, provided that any information relating to the holding company only, being information which would otherwise be required to be provided by Section 325(1) or Section 167(3) or 225(2) of the Companies Act 2014 is provided in the Group Directors Report.

Where appropriate a Group Director’s Report may give greater emphasis to matters that are significant to the holding company and its subsidiary undertakings included in the consolidation taken as a whole.

If a director fails to fulfil his or her obligation under Sections 325(1), (3) or (4) of the Companies Act 2014, he or she shall be guilty of a category 3 offence. This includes persons who are shadow directors or de facto directors.

The directors of a company who meet the conditions set out below in respect of the financial year to which the directors report refers, must include in the Directors Report a compliance statement.

The requirements to be met are as follows:

(i) subject to subparagraph (ii), €12,500,000;

(ii) if a higher or lower amount is prescribed for the purposes of the definition of “relevant company’ in section 167(1) or for the purposes of section 225(7), under section 943(1)(i) by the Minister – the prescribed amount; and

(b) the amount of turnover for the year exceeds:

Section 225 does not apply to a company that is of a class exempted under the terms of section 943(1)(g) as follows:

The directors’ compliance statement shall contain the following:

The arrangements and structures referred to in (b) above may, if the directors of the company in their discretion so decide, include reliance on the advice of one or more persons employed by the company or retained by it under a contract for services, being a person who appears to the directors to have the requisite knowledge and experience to advise the company on compliance with is relevant obligations.

The arrangements or structures referred to in (b) above shall be regarded as being designed to secure material compliance by the company with its relevant obligations if they provide a reasonable assurance of compliance in all material respects with those obligations.

Each director who fails to comply with this section of the Act shall be guilty of a category 3 offence.

The requirement for the Compliance Statement applies to all Public Limited Companies but does not apply to Unlimited Companies.

A Form B10 is filed by a company in order to notify the appointment of an officer post incorporation, the cessation of an officer’s appointment (resignation, removal, death, etc.) and to notify the CRO of a change in particulars in relation to an officer e.g. a change of name or a new residential address.

Section 165 of the Companies Act 2014 permits the appointment of an alternate or substitute director and the appointment of a person who will act as an alternate director is required to be notified to this Office on Form B10. Whenever such person ceases to act as an alternate, whether by reason of the full time director’s termination as director or otherwise, the termination of the alternate director’s appointment is required to be specifically notified to CRO.

Form B10 is required to be sent to the CRO within 14 days of the change occurring. The form can only be filed (free of charge) by completing the web version. The form is available on CORE.

Failure to file Form B10 constitutes a category 3 offence. A LTD company (Private limited by shares company incorporated under Part 2 of the Companies Act 2014) can have only one director if it chooses, all other types must have two. A Form B10 has to be signed by a current officer of the company; it cannot be signed by an officer who has resigned.

A Form B10a can be completed by a company director in relation to a change of residential address in relation to multiple companies only (or to the director’s own name).

There is an age requirement for directors and secretaries. In both cases, the individual must be over the age of eighteen.

Accordingly, Form B10 will be rejected and returned by the CRO to the presenter if the company falls below its minimum number of directors and no replacement director is notified on the form B10. Similarly, where Form B10 notifies the CRO of the cessation of appointment of a secretary, a replacement secretary is required to be notified on the form, having regard to the statutory requirement that every company must have a secretary.

Where the notification of the termination of a directorship would result in a company not having an European Economic Area (EEA) resident director, Form B10, notifying the CRO of the termination of that directorship, is required to be accompanied by a Bond (See 37 below) unless a section 140 certificate is currently in force in relation to the company; this is a certificate that a company has a real and continuous link with one or more economic activities that are being carried on in the State; this is applied for on Form B67. For further information in relation to the requirement that at least one of the directors of a company be EEA -resident, see Information Leaflet No. 17, “Requirement To Have An EEA-Resident Director”.

A Form B74 is required to be completed by any person being appointed as director of an Irish-registered company, where that person is currently disqualified in a foreign jurisdiction from acting as a director or secretary of a body corporate or an undertaking (See 38 below). The B74 sets out the jurisdiction in which the individual is so disqualified, the date on which he/she became so disqualified and the period for which he/she is so disqualified.

If a person whose appointment as director is notified to the CRO on Form B10 is currently disqualified abroad, that person is required to ensure that the B10 is accompanied by a properly completed B74 signed by him/her on its delivery to the CRO.

On receipt of a Form B74, CRO notifies it to the CEA. The CEA may apply to the High Court, pursuant to section 842(i) of the Companies Act 2014, to have a person who is disqualified abroad disqualified in this jurisdiction also. The High Court may make such order if it is satisfied that, if the conduct of the person which gave rise to the order being made against him/her occurred in Ireland, it would have been proper to make a disqualification order against him/her.

If Form B74 is not delivered to CRO with the B10 or if the B74 signed by the disqualified individual is false or misleading in a material respect, then upon the delivery to the CRO of B10 the individual concerned is deemed to be subject to a disqualification order for the remainder of period of the foreign disqualification (See 39 below).

Non-delivery of the B74 with a B10 where necessary accordingly results in automatic disqualification of the individual concerned from acting as auditor, director or other officer, receiver, liquidator or examiner and precludes him from in any way, whether directly or indirectly, being concerned or taking part in the promotion, formation or management of any company or any society registered under the Industrial and Provident Societies Acts 1893-2018.

Form B74a should be filed where a currently appointed director has become disqualified in another jurisdiction. B74 is submitted where the director is being appointed (A1/B10).

Please Note: It is not possible to reverse this deemed disqualification by the late delivery of a B74 to CRO, or where the B74 contained false or misleading information, by filing an amended B74 with the CRO.

The only possible relief is for the affected person to apply to the High Court, pursuant to Section 847 of the Companies Act 2014, for relief, either in whole or in part, from disqualification. The court may, if it deems it just and equitable to do so, grant such relief on whatever terms and conditions it sees fit.

The most commonly filed forms and documents, typically one of the duties of the company secretary, are as follows.

Annual Return (Form B1)
A company, whether trading or not, is obliged to deliver an annual return every year to the CRO. An annual return includes details of the company’s directors and secretary, its registered office, and details of its shareholders and share capital. It must be signed by a director and by the company secretary. If the secretary is also a director, he/she may not sign in both capacities.

Please visit Annual Returns for more information.

Annual Return Date
The Annual Return Date (ARD) is a specific date in every year allocated by statute to every company that is obliged to file an annual return. New companies have an ARD of six months from their date of incorporation. A company’s ARD is 12 months from its previous year’s ARD, unless the company has altered that ARD (see below).

Annual return/Financial statements filing deadline and late filing fee
Please see Missed Deadlines for more information.

How to alter the ARD
Please see Extending an ARD to a later date (this does not apply to newly incorporated companies filing their first Annual Return), and Bringing Forward an ARD.

Requirements for Financial Statements
Please see Requirements for Financial Statements

List of common errors experienced in filing a Form B1
Please visit Common Filing Errors.

Change of Registered Office (Form B2)
Please visit Registered Office.

Share Allotment Details (Form B5)
Please visit Share Capital Change for more information.

Resolutions (Forms G1 and G2)
Please visit Resolutions and Meetings for more information.

Restoration of a company (Form H1)
Please visit Termination and Restoration for more information.

Mortgages and Charges (Forms C1 and F8)
Please visit Mortgages and Charges for more information.

Declaration of satisfaction/partial satisfaction of a charge (Forms C6 and C7)
Please visit Mortgages and Charges for more information.

Rejection by CRO of documents delivered for registration
The CRO will reject documents submitted for filing which do not comply the requirement of the Companies Act or any requirement imposed by or under any other legislation relating to the completion of a document, by serving a notice on the presenter detailing the reason for rejection.

Unless the presenter delivers to us, within 14 days, a replacement document that complies with the notice, the original document will be deemed not to have been delivered to the CRO.

Duties of Directors and Secretaries

Qualification for appointment as a director

Disqualification abroad

Company Director Duties

Fiduciary Duties

Compliance Statement as part of Directors Report

Company Secretary Procedural Requirements

Role and Duties of a Company Secretary

Approval and Signing of Directors’ Report

Compliance Statement to be included in the Directors report

Change of Directors and Secretary or in their details

Filing Documents with the CRO