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Director’s Obligations – Disclosures

Director’s Obligations – Disclosure Of Interests
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Director’s Obligations – Disclosure Of InterestsThe Irish Companies Act requires Directors to disclose their interests in contracts made by the company for recording in a Register of Directors’ Interests.  

A Director may give a general notice to the Directors that he / she is to be regarded as interested in any contract which may be made with the company, or with a specified person who is connected to him.  Such a declaration must be entered into the Register of Directors interest in Contracts within 3 days of notice.

Interest 

A Director or Shadow Director is deemed to be interested in transactions and arrangements of all kinds described in the Companies Act 1990, s31. This includes loans and credit transactions. A Director is deemed to be interested in a contract if any person connected to him / her is interested. The meaning of connected persons is defined in Section 26 of the Companies Act, 1990.  

Sufficient Disclosure  

It was ruled in Guinness Plc. v Saunders [1988] 2 All ER 940 that to be effective, disclosure must be given to the Board and not to a mere sub-committee of the Board.  

Consequences Of Disclosure  

Subject to certain statutory restrictions and disclosure requirements, a Director is permitted to be interested in contracts with the company. However, the company, and any officer who is in default of the disclosure and record keeping provisions of the Act, shall be guilty of an offence and also liable to a fine.  

Inspection Of The Register

The records are open for inspection by the Directors, Members, Secretary and Auditor of the company.  The Act provides that the Register shall be produced at every general meeting of the company and at any meeting of Directors, if a Director so requests it in sufficient time. The Companies (Amendment) Act 2009 extended the right of access, as it introduced a specific right of access to the Office of the Director of Corporate Enforcement (ODCE), and it also provided the ODCE with the power to take copies of such records.

The enhanced investigative powers of the ODCE provided for by the 2009 Act, reinforce the importance of companies and directors satisfying the requirements in a timely manner.

 

Ireland's Corporation Tax Filing & Payment Requirements 


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