Legal Responsibilities

Every person appointed as a company director should, on or before appointment, become familiar with the legal responsibilities and obligations attaching to the position.

Specific responsibilities are imposed on Board members of companies, which have been established under the Companies Acts.

Directors’ responsibilities arise primarily from two sources: statute and common law.

In common law a board member is deemed to have the following duties:

• To act bona fide, for a proper purpose and for the benefit of the organisation
• To disclose any personal interest or profit which may conflict with the interests of the organisation, and
• To use due care, skill and diligence in the exercise of his or her functions.

A director, as an officer of a company, is under a duty to ensure that the company complies with the requirements of the Companies Acts. A director is in breach of this duty where they authorise or permit a default to take place. The specific requirements which directors of a company are required to ensure compliance with include:

The maintaining of proper books of account;

• Preparation of Annual accounts (Financial Statements)
• A directors’ report
• To have an Annual Audit performed
• To maintain certain registers and other documents
• The filing of certain documents with the Registrar of Companies
• Duties of disclosure, which includes relevant interests of directors
• The convening of general meetings of the company

A more detailed description of the duties and responsibilities of Directors are set out in the Information Books and on the website of the Office of the Director of Corporate Enforcement.