Last month we talked about Who Can Become a Director. Today FMB highlights the important points for Appointing a Director.
Appointment of Directors
New Directors can be appointed to a company in a number of ways;
- By an ordinary resolution of the shareholders at a general meeting
- By co-option by the existing board of Directors. Directors so appointed are usually required to retire and stand for re-election at the next Annual General Meeting
- By any special procedure provided for in the Articles of Association e.g. the Articles of a subsidiary company may empower the parent company to appoint or remove a director by way of notice sent in writing to the registered office of the company.
Whichever mechanism is used, all appointments of directors must be notified to the Companies
Registration Office within 14 days, through the filing of a B10 form. The Register of Directors and the Register of Directors’ interests, if appropriate, must also be updated, as a B10 on its’ own, whilst indicative, is not conclusive proof of who is an officer of the company.
Can I Be a Director of More Than One Company?
A person can hold up to 25 Irish directorships at any one time. In the calculation of this threshold, certain directorships can be excluded such as those relating to public limited companies and or groups of companies.
Can I Be Appointed a Director Without My Consent?
Both the notice of the appointment of first Directors (CRO form A1) and the notice of appointment of all subsequent Directors (CRO form B10), must contain the signature of the appointee signifying their consent to their appointment. Therefore, appointments cannot be made effective without your consent.
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