The Law Office of JM Donnelly

Director Services

Irish companies, whether they be incorporated as Designated Activity Companies, Private Limited Companies or Public Companies, must have a director resident in the European Economic Area (EEA) (the EU states plus Iceland, Liechtenstein and Norway). However, there are a number of exceptions. If no director is resident in the EEA, the company may instead acquire a bond to the value of €25,000. Alternatively, where a company is already trading, and is without an EEA resident director, it may apply for a s.140 Certificate from the Revenue Commsissioners where it can show that the company has a real and continuous link with the Republic of Ireland. Where a company does decide to appoint an Irish director, it must be understood that such person may not act merely as “nominee” director.  There is no concept of nominee director in Irish law; all directors owe the same statutory, fiduciary and governance duties as other directors; these duties cannot be abdicated or delegated. However, there is a distinction between executive and non-executive directors.  Whereas an executive director works full-time for a company and is involved in strategic planning  and the day-to-day operations of the company, a non-director does not have the same level of involvement.  A non-executive director tends to focus on matters at board level, acting at all times with independence, impartiality  and integrity and bringing sectoral-specific knowledge to bear on Board considerations and decision-making.

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I  am currently in a position to act as non-executive director to a small number of companies operating in the following sectors: Aviation and Aircraft Leasing, Structured Finance (SPVs), Pensions (Master Trust DACs) and Real Estate.

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The fee chargeable is €10,000 per annum (100 hours per year).  Whilst fees are scaleable to take account of a smaller time commitment, in any case, the minimum fee is €5,000.