Yes, by law all companies must appoint company directors (Section 128 Companies Act). A Private Limited Company (LTD) must appoint at least one director. Other types of companies must appoint at least two directors. The responsibility for appointing directors lies with the members and/or shareholders of the company.
A company is obliged to notify the CRO of any change among its directors on the prescribed form within 14 days (Section 149(8) Companies Act).
Yes. Restriction relates to insolvent companies, that is, companies that are unable to pay their debts as they fall due. Where an insolvent company goes into liquidation or receivership, a director of the company who fails to satisfy the Office of the Director of Corporate Enforcement (ODCE) or the Court that he or she has acted honestly and responsibly may be restricted. Restriction undertaking is a new administrative procedure that provides an option to submit to a restriction without the need of a Court hearing.
Restriction lasts for a period of five years and confines a person to being a director of companies that have been adequately capitalised by their members or shareholders.
Yes. A person can be disqualified by way of: (a) Disqualification order by the court; or (b) Accepting and signing a disqualification undertaking offered by the Office of the Director of Corporate Enforcement.
Automatic disqualification - a person is automatically disqualified by the court, if that person is convicted on indictment of: (1) any offence under the Companies Act or any other enactment in relation to a company as prescribed; or (2) any offence involving fraud or dishonesty.
Disqualification is for a period of 5 years and means that person is prevented from being appointed or acting as;- a director or other officer, statutory auditor, liquidator/receiver/examiner, or being in any way, whether directly or indirectly, concerned or taking part in the promotion, formation or management of any company.
The Companies Registration Office (CRO) maintains a public register of disqualified persons.
Yes. Persons convicted in the Circuit Court or a higher Court of an indictable offence relating to a company or involving fraud or dishonesty are automatically disqualified for five years from acting as company officers (directors, secretary, auditor, liquidator, etc.)
A director becoming disqualified under the law of another state is deemed to be a "change among directors" and must notify the Registrar of Companies.
Where a person that is restricted acts except in the circumstances allowed (company is capitalised adequately) the person is guilty of an offence and if convicted can be disqualified. A director who allows a company to be struck off the register of companies for failing to file annual returns while that company owes money can also be disqualified.
A company is generally prohibited from making loans or quasi-loans to a director or entering into a credit transaction or guarantee providing security.
This general rule is subject to a number of exceptions-
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Taking Care of Business
Tuesday 25 September 2018