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Responsibilities
The following sections set out the primary responsibilities of companies, company directors and/or secretaries under the Companies Acts, under secondary legislation and related case law. Further information on the roles of companies, company directors and/or secretaries can be found in the ODCE Information Books which are available for download at the end of this page.

Companies’ Responsibilities

Companies’ principal duties are as follows: 
  • To maintain proper books of account;
  • To prepare annual accounts;
  • To have an annual audit performed (subject to exceptions);
  • To maintain certain registers and documents;
  • To file certain documents with the Registrar of Companies;
  • To hold general meetings of the company.

Company Directors’ Responsibilities
Company directors' responsibilities are wide and diverse. Their duties arise primarily from two sources: statute (Acts of the Oireachtas and other legislation e.g. EU Regulations) and common law.

Directors’ common law duties can be summarised into three principles: 

  • Directors must exercise their powers in good faith and in the interests of the company as a whole.
  • Directors are not allowed to make an undisclosed profit from their position as directors and must account for any profit which they secretly derive from their position as a director.
  • Directors are obliged to carry out their functions with due care, skill and diligence.
  • Directors’ statutory duties are as follows:

Duties as a company officer under the Companies Acts;

  • Duty to maintain proper books of account;
  • Duty to prepare annual accounts;
  • Duty to have an annual audit performed;
  • Duty to maintain certain registers and other documents;
  • Duty to file certain documents with the registrar of companies;
  • Duty of disclosure of certain personal information;
  • Duty to convene general meetings of the company;
  • Duties regarding transactions with the company;
  • Duties of directors of companies in liquidation and directors of insolvent companies

Company Secretaries’ Responsibilities
A company secretary’s main functions are to oversee the company’s day to day administration and to ensure specifically that the company complies with the law and observes its own regulations.

Their duties may be summarised as follows:

Statutory Duties under the Companies Acts (usually in conjunction with a director);
Duty of disclosure of certain personal information;
Duty to exercise due care, skill and diligence
Administrative duties

Related Links:

Court Rulings

Feature

ODCE Information Notice I/2014/1

The ODCE has issued this Information Notice on the Companies (Miscellaneous Provisions) Act 2013.

 

What's New

Annual Report 2013

The Director of Corporate Enforcement, Ian Drennan, has today issued a press statement in conjunction with the publication of the ODCE Annual Report 2013