Company Administration in Ireland
Irish Company Directors
Irish companies require at least one individual over the age of 18 to act in the capacity of director, corporate directors are not allowed. Section 10 of the Companies Act changes the requirement that at least one of the directors be resident in the EU.
That means that a company all of whose directors are resident in, say, in France or Germany, will not require a bond or certificate of a real and continuous link with one or more activities in the State. Where there is no director of the company whom will be resident in the EU the alternative of a Non Resident Director Bond can be put in place. We can arrange for a bond to be deposited with the Irish government on your behalf.
In simple terms, the directors constitute the decision making body of a company commonly known as the board of directors and are liable at law for a company’s actions. The directors have a duty of care to the shareholder(s) of the company to act in the company’s best interests, even where doing so might come into conflict with their own personal interests. The concept of a company being a fully separate legal entity to the directors is accepted in law in Ireland, save where they have acted in a fraudulent and/or reckless manner which could not be deemed reasonable by normal standards. In this case, the corporate “veil” can be lifted fully exposing the individuals behind a company to the full rigours of both civil and criminal law. However, in the vast majority of cases this will not occur provided the board of directors have acted in good faith even if their decisions have negative consequences for the company.
A company secretary occupies a pivotal position in an Irish company and has direct legal responsibility to maintain company records, file annual returns and/or carry out any other functions that may be elucidated within the constitution. A company secretary has a duty of care to the shareholders. The secretary may be an individual or a corporate body and can be resident or registered anywhere.
Under Irish law there may be only one initial shareholder (single member company) although it is more common to have two shareholders upon incorporation
Nominal, issued, transferred and allotted share capital
The nominal/ authorised share capital of a company is the potential amount of shares that a company has available for future distribution. The issued share capital is the amount of shares that a company has issued out of its potential nominal share capital. In the case of most domestic Irish companies the company registration agent will initially issue 100 shares, with an individual nominal value of €1.00 each. Allotted shares are those shares that the permanent board of directors has decided to issue over and above those initially issued by the company registration agent. They are referred to as allotted because they are being issued for the first time and therefore are not being transferred from one party to another.
Value of Shares
The term nominal value is used for a company’s shares since the true value will depend on how much a third party or even an existing shareholder is willing to pay for shares in the company. Thus, the value of a company’s shares will depend on market forces in exactly the same way as witnessed with the stock market. If required, an individual/company may partly pay for their share issue but this is done simply to allow for flexibility, eventually the full amount must be paid up within a certain period of generally no more than 5 years or as laid down in the company’s constitution.
Types of Shares
In general there are two types of shares ordinary and preference. Preference shares as the name suggests provide a benefit over and above those available to those holding ordinary shares. In most cases, the preference will relate to either voting rights and/or payment of company dividends depending on the provisions of the articles of association.
The constitution of a company aims to set out what the company may do which traditionally was very extensive to allow for future flexibility. With the introduction of NACE Codes allows for diverse activities, however the NACE code issued to a company relates to the principal activity of the company. This is also a requirement of most financial institutes before they will activate a new bank account for the company. The articles of association literally lay down how a company is to be governed normally by choosing a standard set of articles provided within the Companies Acts 2014 with appropriate amendments/ alterations. Most Irish private limited companies are governed by Table A Articles there being a choice between A-F. A general merchants and traders clause is no longer permitted as the principal activity clause as it is not considered distinctive as an activity.
Annual and Extraordinary General Meetings
These are meetings held by the shareholders to either review the performance of the board of directors or assist them take major decisions. In simple terms, all companies have annual general meetings (AGM’s) to review such things as a company’s annual accounts and related matters. Extraordinary general meetings (EGM’s) as the name suggests can be called at any time of the year when there is a matter of sufficient gravity. It should be remembered that at all times the ultimate control will vest in the shareholders but unless they are the same as, the directors day to day executive decisions remain the domain of the board of directors.
Special and Ordinary Resolutions
As stated above, all companies are bound by their constitution. However, where it is deemed desirable, changes can be made and/or meetings called by the shareholders provided the applicable majority exists. In the case of ordinary resolutions which generally deal with day to day and/ or matters of lesser importance, a simple majority is all that is normally required. In the case of “special” resolutions, which tend to deal with structural and matters of greater importance, majorities of either two thirds or three quarters are the norm depending on the particular articles of association used.
Registered Office Address
This is the address where a company is officially located and where all service of official documents arrive or are served. It does not have to be the address where the business is actually carried out and is in fact very often the address of a company’s solicitor/accountant or company registration agent. Who provides your registered office address is very important since they will receive all documents from both the Revenue Commissioners and the Companies Registration Office and should be capable of advising and or dealing with such official correspondence. In addition, a copy of a company’s official books must always be kept at the registered address for the benefit of both shareholders and other interested parties. The registered office address is where all documents relating to a legal action should first be submitted. This is the address where a company is officially located and where all service of official documents arrive or are served.