Under the Act, a limited company will be permitted to have just one director. Every company must still have a Company Secretary, who may be one of the directors; however where the company has only one director, that director cannot also hold the office of secretary.
Any appointment of a person as a director of a company without his or her consent is void. This consent must include a statement by the person being appointed acknowledging the legal duties and obligations that they will have as a director:
The Company may, by ordinary resolution, increase or reduce the number of directors that may be appointed.
Only natural persons may act as a director.
An individual cannot be appointed if they are:
At least one director of the company must be resident in an EEA state, save in cases where a company obtains a certificate from the Registrar of Companies that it has a real and continuous link with one or more economic activities in Ireland, or holds a bond in the prescribed form.
The following conditions may restrict an individual from acting as a director:
To pass a board resolution a simple majority is required, ie the affirmative vote of two (2) out of the three (3) directors.
As a general rule, a director shall not gain, or profit, from his fiduciary position. A director shall not place himself in a position whereby his paramount duty to the Company comes into conflict with his own personal interests, as per the fiduciary relationship status between a company and a director.
A director who is, in any way, directly or indirectly interested in a contract or proposed contract to which his or her company is a party, shall have a duty to disclose the nature of that interest at a meeting of the directors. This is, in the main, a restatement of the existing law.