Ireland · Investigations, restriction and disqualification

Restriction of directors of insolvent companies and disqualification of directors

the Companies Act 2014 · sections 819, 821, 822, 825, 828, 829, 845, 847, 848, 851, 853 and 854

Restriction does not stop a person acting as a director. It attaches a capital condition to any company that person acts for. The company must have an allotted share capital of nominal value not less than 500,000 euro in the case of a public limited company, other than an investment company, or a public unlimited company, and not less than 100,000 euro in the case of any other company (section 819(3)(a)). Each allotted share must be paid up to at least that amount including the whole of any premium (section 819(3)(b)), and each share and the whole of any premium must be paid for in cash (section 819(3)(c)).

The notice periods for relief and for applications are fixed and they run against the applicant. A person who intends to apply for relief under section 822(1) must give not less than 14 days' written notice of that intention to the Authority and to the liquidator (section 822(3)). Where an application under section 842 is intended, the applicant must give not less than 10 days' notice to the person concerned (section 845(1)), and a person applying for relief under section 847(1) must give not less than 14 days' written notice to the persons that subsection names (section 847(3)).

Sections 819, 821, 822, 825, 828 and 829 govern restriction. The liquidator must inform the court of the opinion formed as soon as practicable, and the court must then act as section 821(2) requires. A restricted person may not be appointed or act as a director or secretary unless notice in writing has been given to the company (section 825(1)), and that notice must be sent to the registered office within the period of 14 days immediately before the date the appointment is accepted or the person acts (section 825(2)).

A company that has a restricted person may not enter into an agreement with a relevant person for the transfer described in section 828(1) unless the conditions in section 828(3) are satisfied, and a company that has passed a resolution under section 828 must deliver a copy to the Registrar within 15 days after the date it was passed (section 829(2)). Sections 845, 847, 848, 851, 853 and 854 govern disqualification, disqualification undertakings and relief.

Files 117 and 118 of the IE-COMPANY package cover this situation. File 117 works through restriction: whether any officer is a restricted person, whether the company meets the section 819(3) capital conditions, what notice was given under section 825 and what resolutions were passed under section 828. File 118 works through disqualification, disqualification undertakings, the notice given before any application and any relief sought.

This situation is covered by these files from the pack IE-COMPANY

• File 117 · Restriction of directors of insolvent companies
• File 118 · Disqualification of directors and disqualification undertakings

ComplianceSME tracks the Companies Act 2014 and issues update files through the membership, so that you are never working from a superseded version. Membership

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