Appointment & Termination of a director in a private company – Guidance Note

Guidance Note: Appointment & Termination of Directors

CO.DAR.01

This Guidance Note: Appointment and Termination of Directors is a practical ‘how to’ guide for private companies covering amongst other things, how to appoint a director as well as subsequently terminate any appointment of a director in accordance with the provisions of the Companies Act 2006. 

This Guidance Note includes a discussion of:

  • The number & types of directors in a private company;
  • Sole directors;
  • The appointment of directors in a private company;
  • A new directors checklist;
  • Directors’ service contracts; and
  • Termination of appointment/removal of directors in a private company.

This guidance note is a useful ‘aide-memoire’ to a company secretary or company director new to the role or a refresher for a more experienced company administrator.

This guidance note should be read in conjunction with our other guidance note on directors in this Co Sec Sub-folder - Directors’ Duties, Conflicts & Loans.

This guidance note has been updated as of October 2015 in accordance with the implementation of the Small Business, Enterprise and Employment Act 2015 (“SBEE”). The SBEE has, amongst other things, made several changes to legislation and procedures as they affect directors. This includes extending the statutory duties applicable to directors to shadow directors, no longer requiring the day of a director’s birth to be included on the public register, replacing the procedure for verifying a director’s appointment as well as making it easier for directors who are falsely or incorrectly appointed to have their details removed from the register.

The SBEE also intends to phase out corporate directors so that all directors must be natural persons.

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