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The Resident Director in Ireland

The Resident Director in Ireland

Local and foreign investors opening companies in Ireland need to comply with various formalities among which the appointment of directors and managers. For this purpose, they can also use nominee directors in Ireland.

Below, our company formation specialists in Ireland explain the main requirements related to appointing managers and directors. We are also at your service with nominee director solutions.

Appointment of company directors in Ireland

The Companies Act of 2014and a company’s Articles of Association play a significant role in determining who can be appointed as a director. A single director is permitted for a private business limited by shares. Other categories of Irish businesses need a minimum of 2 directors, however the law does not specify a limited number of officers.

 Quick Facts  
 Minimum number of directors A company must have at least 2 directors. 

 Exception from the minimum number of directors (if any)

Yes, for private limited liability companies that can have one director. 

 Requirement for all directors to be Irish residents

 No, only one director must be a resident.

 Possibility to appoint an EU/EEA resident director  Yes, EU/EEA directors are also accepted.
 Definition of resident director

 A director who lives in Ireland or an EU/EEA state at least 183 days in a calendar year.

 Requirement for the resident director to be a natural person (YES/NO)

Yes. 

 Option to appoint a corporate director (YES/NO)

No, only individuals can act as directors. 

 Restrictions

 A person cannot act as a director in more than 25 companies at a time, nor can he/she be bankrupt.

 Appointment of resident directors

 Directors are appointed by the company’s shareholders.

 Specific qualification requirements (if any)  There are no special qualifications a director must have unless specified otherwise by the Articles of Association.
 Period of election of the resident director

 A director may serve for a fixed term or an indefinite one.

 Special requirements for foreign companies

 Foreign companies must comply with the same requirements when appointing directors.

 Specific requirements to comply with the Trade Register

 Both the appointment and lack of a director must be notified to the Trade Register within 14 days.

 Possibility to appoint nominee directors (YES/NO)

Yes. 

 Nominee services availability (YES/NO)  Yes, we provide nominee director services in Ireland.
 Duties of resident directors

 – acting in good faith,

– not disclose any confidential information,

– show care and due diligence in exercising his/her power.

 Responsibilities of Irish company directors

 – prepare and maintain annual financial records,

– ensure the company respects audit regulations,

– file all relevant information with the Companies Register,

– ensure the convening of shareholders for the annual general meeting.

 Possibility for companies to appoint other types of directors (YES/NO)

Yes. 

Other types of directors 

– alternate directors,

– executive directors,

– non-executive directors. 

 Company director replacement requirements

The replacement of a director must be reported to the Trade Register within 21 days of the appointment of a new manager. 

 What happens to companies that do not have resident directors

 They can appoint nominee directors or respect Section 137 Non-EEA Resident Directors Bond for an Irish Company in the Company Law.

Provision of Section 137 in the Company Law 

 Section 137 enables companies with no resident directors to pay an insurance bond in order to operate legally in Ireland.

 Who can provide nominee director services in Ireland?

 This type of service is usually provided by specialized companies.

 When can a nominee director be used?

 A nominee director is hired by companies that do not have the capacity of appointing a resident director.

 Role of a nominee director  The role of a nominee director is that of a non-executive manager.
 Are there any restrictions for nominee directors?

Nominee directors do not have access to company bank accounts and cannot sign any official documents on behalf of the company unless instructed so. 

 For how long can a nominee director service be used?

There is no specific period of time for the use of such a service. 

 Can foreign companies use nominee directors?

Yes, foreign companies can also use this type of service. 

 Is it safe to use a nominee director service in Ireland?

Yes, as this is a common service. 

Advantages of nominee director services 

– easy to obtain,

– it is a cheaper option compared to Section 137,

– it can be used for as long as necessary. 

However, there is also a restriction on how many times a person can hold this position in Irish-registered businesses. Namely, an individual may not serve as a local director in more than 25 Irish enterprises.

The first directors are chosen at the time of the company’s registration, and those listed on Form A1 will be regarded as having been appointed as initial directors. In order to avoid being asked for an insurance bond or a certificate from the Registrar of Companies stating that the firm has a sufficient economic link with Ireland, every locally registered company must have at least one director who is a resident of an EEA member state. A person is only permitted to serve as a director of Irish registered companies for a certain period of time.

Considering the appointment of company officers is one of the first stages when incorporating a business, many foreign entrepreneurs decide to use nominee directors in Ireland.

Our company registration advisors in Ireland can offer detailed information about nominee services.

The residency of company directors in Ireland      

According to the Companies Law in Irelandcompanies are required to have a resident directorThe director must be an Irish resident or a resident of an EEA (European Economic Area) country. According Section 44 (8) in the Company Act, a director is considered a resident if he or she is present in Ireland or in an EEA country:

  •  – for at least 183 days in 12 months,
  • – one more times amounting up to 183 days in a 12 month period.

Our experts in company formation in Ireland also provide nominee director services and can assist you in the process of VAT registration in Ireland.

We have also summarized the contents of this article in an infographic:

What are the duties of Irish resident directors?

The duties and responsibilities of Irish resident directors are established by the Companies Act. The Companies Act , resident directors of Irish companies have common law duties and statutory duties.

The common law duties of resident directors in Ireland refer to:

  • – exercising their power in a good faith and in the best interest of the company,
  • – not disclosing confidential information or make personal profits from such information,
  • – to exercise their functions with care, skill and appropriate diligence.

The statutory duties of resident directors of Irish companies as company officers are:

  • – to maintain the account records,
  • – the prepare annual financial accounts,
  • – the make sure an annual audit is carried out,
  • – to maintain all relevant registers and documents,
  • – to file documents with the Companies Registration Office in Ireland,
  • – to make public certain personal information,
  • – to assemble the company’s general meetings,
  • – duties regarding certain financial transactions,
  • – to discharge any duty arisen from liquidation or insolvency procedures.

Please note we are also at your disposal with nominee services in Ireland.

Types of resident directors in Ireland

The Irish legislation allows for the following types of resident directors:

  • – the shadow director that is usually a holder of the majority shares in the company has a great influence over appointed directors,
  • – the alternate director appointed to act on behalf of the director while absent,
  • – the executive director that are involved in the daily management of the Irish company,
  • – the non-executive director that are independent directors from outside the company.

Replacement of directors in Ireland

Irish company directors can be appointed for a limited duration, however, their replacement can occur during a general meeting of the shareholder. For this purpose, a notice of appointment and the consent of the new director must be obtained. The documents can be filed with the Companies Registration Office no later than 21 days from the appointment of the new manager.

This procedure does not apply to nominee directors in Ireland, however, it is worth considering such services because they are easy to obtain.

If you want to open a company in Ireland and need support of nominee services, you can find them all with us.

Using nominee directors in Ireland

In Ireland, a nominee company director is a person who is hired by the company owners to obtain the authorization to conduct business here. The nominee director will serve as a non-executive corporate officer. They lack any authority over corporate decisions or access to company’s bank accounts. In rare circumstances, if a candidate and the company agree, the nominee’s address may be recorded as the company’s registered address.

The information about a nominated company director is available to the general public and may be accessed in all official records and places like the Company Registration Office. Here is also our video on this topic:

Foreign investments in Ireland

Ireland is one of the most appealing investment destinations in Europe, hosting a great number of headquarters of some of the largest corporations in the world. According to the latest statistics:

  • – at the level of 2021, there were more than 1,600 foreign companies operating in Ireland;
  • – they employed more than 250,000 workers;
  • – the foreign investments made by these companies represent around 20% of the country’s economy.

For complete information about all the requirements for qualifying as a resident director, please contact our specialists in company incorporation in Ireland.