IRELAND Law and Practice Contributed by: Philip Tully, Emma Doherty, Geraldine Carr, Simon Shinkwin and Carlo Salizzo, Matheson LLP
Internal Register on Ultimate Beneficial Owner Most Irish companies must maintain internal registers on individuals considered under law to be their ultimate beneficial owners. The EU (Anti- Money Laundering: Beneficial Ownership of Cor - porate Entities) Regulations 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 pub - lic access. Where the company has no beneficial owner or the beneficial owner cannot be identi - fied, details of the company’s senior managing officials (directors) must instead be provided. Filings in Regard to Changes CRO filings must be made in respect of changes to: • the company name; • the directors or company secretary; • the registered office; and • the share capital or the company constitution. Details of mortgages or charges made regarding a company must also be filed with the CRO. 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 secre - tary 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 Economic Area (EEA) unless:
• the company posts a bond to the value of EUR25,000, which, in the event of failure by the company to pay a fine imposed in respect of an offence under company law or a pen - alty under tax legislation, will be used in the discharge of the company’s liability; or • the company holds a certificate from the CRO confirming that the company has a real and continuous link with one or more economic Directors’ common law fiduciary duties are codi - fied in the Companies Act and include the duty to: • act in good faith in what the directors con - sider to be in the interests of the company; • act in accordance with the company′s con - stitution and only use their powers for the purposes allowed by law; • avoid conflicts of interest between the director′s duty to the company and their other interests (including personal interests) unless the director is released from this duty; and • exercise the care, skill and diligence which would be exercised in the same circumstanc - activities carried on in Ireland. 3.5 Directors’, Officers’ and Shareholders’ Liability es by a reasonable person having both the knowledge and experience that may reasona - bly be expected of a person in the same posi - tion as the director and with the knowledge and experience that the director possesses. An additional duty, to have regard to the inter - ests of creditors, may apply in certain cases (eg, on insolvency). Where a breach of duty by a director is proved, they may be required to account to the company for any personal gain made and indemnify the company for any loss or damage resulting from
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