ICSA Ireland

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Advice on company officers without requisite knowledge

01 September 2014

Read the ODCE article.

The Director emphasises in the note that company officers (directors or secretaries) are required to operate to the highest standards in accordance with the Companies Acts 1963 to 2013 and ‘Nominal directors’ are subject to the full requirements of the Companies Acts and indeed where a person acts negligently in that regard s/he may be subject to one of over 300 criminal sanctions under such legislation. Officers are required to be honest, work to the highest levels of commercial morality, be competent in the discharge of their duties, have regard to the rights of creditors, have the ability to discharge and do discharge the obligations to keep proper books of account, amongst a range of other legal obligations. In short officers are obliged to exercise their duties with care, skill, diligence and fidelity. Ignorance of the business of a company is no defence for a breach of company law.