Ireland · Directors and the secretary

Appointing directors and the secretary, the EEA-resident requirement and the register of officers

the Companies Act 2014 · sections 128 to 134, 136 to 139 and 149 to 151

The EEA-resident rule is the single most common Irish formation failure. At least one of the directors for the time being must be a person resident in an EEA state (section 137(1)). A company escapes that requirement only while it holds a bond, in the prescribed form and in force, to the value of 25,000 euro, providing for payment in the events section 137(2) describes. Where no director is EEA resident on incorporation, a copy of the bond must be appended to the section 21(1)(a) statement (section 138(5)).

The second failure is the 14-day filing. The company has 14 days after any change among its directors, or in its secretary or assistant or deputy secretary, or any change in the particulars in the register, to send the prescribed notification to the Registrar (section 149(8)). A director's disqualification under the law of another state counts as a change for that purpose (section 150(1)), and every officer has a personal duty to give the company the information it needs in order to comply (section 150(3)).

No person may be appointed a director or, in the case of an individual, secretary of a company unless that person has attained the age of 18 years (section 131(1)). Where a qualification shareholding applies, the office is vacated if the director does not obtain the specified qualification within two months after appointment, or within any shorter period the constitution fixes (section 136(2)(a)). Sections 128 to 134 govern the number of directors, eligibility, the secretary and the duties attaching to the office.

Sections 149 to 151 govern the register of directors and secretaries. The register must carry the particulars section 149(2) lists for each director, including present and former names, date of birth, usual residential address and nationality, and the particulars section 149(5) lists for the secretary. Where the notification to the Registrar is a notification of an appointment, section 150(2) imposes the further requirements it describes, and section 149(10) requires the consent of the person appointed to accompany it.

Working files 19, 20 and 22 of the IE-COMPANY agent toolkit cover this situation. Working file 19 works through eligibility, age, consent and the appointment of the secretary. Working file 20 works through the EEA-resident requirement, the section 137 bond, its value, its currency and where it is filed. Working file 22 works through the register of directors and secretaries, the particulars held for each officer, the 14-day filings and the particulars that must appear on business letters.

• Working file 19 · Appointment and eligibility of directors and of the secretary
• Working file 20 · The EEA-resident director requirement and the section 137 bond
• Working file 22 · The register of directors and secretaries and particulars on business letters

ComplianceSME tracks the Companies Act 2014 and updates the toolkit on your account through the Compliance Complete account, so that you are never working from a superseded version. Compliance Complete

• Removing a director, electing a director and paying directors
• Board meetings, written resolutions of directors and the audit committee
• Directors' duties, shadow directors and the compliance statement
• Declaring an interest, loans to directors and substantial transactions
• Notifying interests in shares and debentures and keeping the register

The Irish library holds all 75 situations →