IRELAND Law and Practice Contributed by: Philip Tully, Emma Doherty, Alice Duffy, Simon Shinkwin and Marie McGinley, Matheson LLP
annual return in the CRO (including certain disclo - sures concerning directors’ remuneration). A direc - tors′ report on the state of affairs of the company and its subsidiaries must be attached to the balance sheet presented before the AGM. For all LTDs and other company types with one member (other than PLCs), a written procedure is available in place of an AGM. Small and micro companies are subject to fewer public disclosures and more relaxed reporting require - ments. Directors′ Additional Disclosures Directors may need to make additional disclosures to the company if, for example, they hold shares representing more than 1% of the company’s share capital. Directors of companies (with the exception of unlimited companies) with assets exceeding EUR12.5 million and a turnover exceeding EUR25 million must also make a prescribed form of compliance statement in their directors’ report. Internal Register on Ultimate Beneficial Owner Most Irish companies must maintain internal registers on individuals considered under law to be their ulti - mate beneficial owners. The EU (Anti-Money Launder - ing: Beneficial Ownership of Corporate Entities) Regu - lations 2019 also require in-scope entities to file their beneficial ownership details on a central beneficial ownership register to which there is currently greatly restricted public access. Where the company has no beneficial owner or the beneficial owner cannot be identified, details of the company’s senior managing officials (directors) must instead be provided. Com - panies whose shares are listed on a regulated market that is already subject to disclosure requirements are exempt from these obligations. Filings in Regard to Changes Among other matters, CRO filings must be made in
Details of mortgages or charges made regarding a company must also be filed with the CRO. Sustainability Reporting Irish companies can be subject to requirements to report sustainability information in accordance with the Corporate Sustainability Reporting Directive (CSRD) (see 9.1 Upcoming Legal Reforms ) and the Non-Financial Reporting Directive, which continues to apply in Ireland alongside the CSRD. 3.4 Management Structures Irish companies are managed by a single-tier board of directors. All companies, other than LTDs, must have a minimum of two directors. The secretary may be one of the directors of the company. An LTD may have one director but there must be a separate company secretary in that case. A body corporate may act as secretary to another company, but not to itself. A body corporate may not act as a director. At least one of the directors of an Irish company must be a resident of a member state of the European Eco - nomic Area (EEA) unless: • the company posts a bond to the value of EUR25,000, which will be used to discharge the company’s liability in the event that it fails to pay a fine or penalty imposed under company law or tax legislation; or • the company holds a certificate from the CRO con - firming that the company has a real and continuous link with one or more economic activities carried on in Ireland. 3.5 Directors’, Officers’ and Shareholders’ Liability Directors’ common law fiduciary duties are codified in the Companies Act and include the duty to: • act in good faith and in the interests of the com - pany; • act legally and in accordance with the company′s constitution; • avoid conflicts of interest between the director′s duty to the company and their other interests; and • exercise the care, skill and diligence which would be exercised by a reasonable person in the same
respect of changes to: • the company name; • the directors or company secretary; • the registered office;
• the annual return date or financial year end; and • the share capital or the company constitution.
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