Inez Cullen

This Practice Note covers how a director of a company can be appointed, retire and resign. It examines the role of a director and the experience and qualifications that a person must have in order to be a director. It also sets out the notifications and other steps that are required when there is a change of director, such as the need to update the statutory registers. It considers relevant provisions of the Companies Act 2014 (Ireland) and a company’s constitution.

A company limited by guarantee is a type of company with members who have undertaken to contribute to the assets of the company in the event of its being wound up. This Practice Note summarises the main features of a company limited by guarantee in Ireland and why a guarantee company might be used as a vehicle to carry on a business as opposed to a company limited by shares.

A designated activity company (DAC) is a new type of company introduced by Part 16 of the Companies Act 2014 (Ireland) (CA 2014 (IRL)). This Practice Note summarises the main features of a DAC and discusses why a DAC might be used as a vehicle to carry on a business as opposed to the other forms of business vehicles.

This Practice Note summarises the main features of a public company limited by shares in Ireland: limited liability, members, constitutional documents, directors, company secretary and administrative matters. It also covers key differences with private companies limited by shares, and why a public company limited by shares might be chosen as a preferred business vehicle instead of another form of Irish company.

This Practice Note summarises the provisions of the Companies Act 2014 (Ireland) (CA 2014 (IRL)) in relation to the restrictions approval of on loans, quasi-loans, credit transactions, guarantees to directors, persons connected with directors, and related arrangements.

This Practice Note looks at the provisions of the Companies Act 2014 (Ireland) that restrict and control substantial property transactions entered into between a company and its directors. It considers the process for authorising a substantial property transaction and the exceptions to the requirement for authorisation under the provisions.

An unlimited company is a private company whose members are not limited in their liability to contribute to the obligations of the company on winding up. This Practice Note summarises the main features of an unlimited company in Ireland and why an unlimited company might be used as a vehicle to carry on a business as opposed to a limited company.

This is a precedent set of board minutes following the passing of an ordinary resolution to remove a director at a company’s general meeting.

These are precedent board minutes to approve the use of the summary approval procedure to a transaction which would otherwise be prohibited by section 239 of the Companies Act 2014 (Ireland).

This Precedent sets out the declaration of interests paragraph that may be included in the board minutes of a meeting of the directors of an Irish private company limited by shares.

Directors' declaration for summary approval procedure of a company in accordance with the requirements of Companies Act 2014 (Ireland), s 203, to approve financial assistance for acquisition of shares or transactions with directors.

A letter from an individual indicating their willingness or consent to act as a director of a private company limited by shares.

This Precedent is a sample resignation letter for a director resigning from an Irish private company limited by shares. There is an option to resign from a named company and subsidiary/associated companies, as well as an option to execute as a deed. A waiver of claims is included.

This Precedent sets out standard wording for an ordinary resolution to be passed by the shareholders of an Irish private company limited by shares pursuant to their statutory rights to remove a director of the company from office.

This Precedent sets out the wording for an ordinary resolution of an Irish private limited company limited by shares to authorise directors' conflicts.

This Precedent contains two alternative resolutions that may be used by a company to approve a substantial property transaction between that company and one of its directors, a director of its holding company or a connected person of such a director in accordance with sections 238 of the Companies Act 2014 (Ireland) (CA 2014 (IRL)).

A resolution approving a prohibited arrangement must be accompanied by a copy of the directors’ declaration made within the required time period as prescribed by CA 2014 (IRL), s 202(6).Ireland—Special resolution—summary approval procedureCOMPANIES ACT 2014[insert company name] LIMITED(COMPANY NUMBER [insert company number])(the ‘Company’)Resolution headingPlease note that the resolution header would customarily be centred in the middle of the page.SPECIAL RESOLUTIONWe the undersigned, being all of the members of the Company entitled to attend and vote at general meetings of the Company resolve, pursuant to section 193 of the Companies Act 2014 (CA 2014) and the constitution of the Company, to pass the following resolution as a special resolution:‘That the entry into and delivery of the Finance Transaction Documents and the performance of the Proposed Finance Transaction (each as referred to and defined in the declaration by [the sole OR all of the OR a majority of the] director[s] of the Company dated [insert day] day of [insert month] [insert year] (a copy of which declaration was attached to the notice of the meeting convened for the purpose of considering this resolution)) by the Company, which would constitute a prohibited transaction within the meaning of section 239 of CA 2014, be and is hereby approved and authorised.’Dated the [insert day] day of [insert month] [insert year]Signed .........................................Date .......................[insert name of shareholder]Signed ........................................Date .......................for and on behalf of [insert name of shareholder]

This Precedent sets out a number of specimen written resolutions of the directors of a private company limited by shares to approve the company’s entry into, and to authorise the directors’ execution of, documents.

This Precedent provides a simple and adaptable template for the passing of written resolutions by the sole director of a private company limited by shares.