Choosing a director is not simply finding a name for the incorporation form. The proposed person must be eligible, provide the required information, consent to act and understand the responsibilities. A shareholder, relative or business partner is not automatically the right appointment.
This guide is for founders deciding who will manage a new Irish private company limited by shares. It is an eligibility and preparation checklist, not a replacement for the general company-requirements guide. Official guidance was checked on 13 October 2026. Obtain individual advice where bankruptcy, restriction, disqualification, residency or a disputed appointment is involved.
Separate ownership, directorship and the secretary role
A person may own shares without managing the company, and may manage the company without owning shares. Start with the actual allocation of decisions: who approves contracts, monitors finances and follows up on filings? Do not put a person on the form merely because they helped with the business name.
Section 130 prohibits a body corporate from being a director. A parent company may be a shareholder, but a human being must fill the Irish director role. This is a different rule from the secretary position, for which a corporate provider can be relevant.
Write a role schedule naming the proposed shareholders, director or directors, secretary and authorised formation contact. This makes inconsistencies easier to spot before documents are signed. A person's commercial title, such as founder or adviser, does not tell the presenter which legal role is intended.
Check age and consent before asking for signatures
CRO's qualification guidance says a director cannot be under 18 and an appointment of a minor is void. Being willing to help does not overcome that rule. Avoid treating a young family member's share ownership, if separately advised, as permission to make them a director.
The proposed director should understand and approve their appointment rather than discovering their name in a completed filing. Explain the company, work and responsibilities before arranging the consent. Use the person's correct details and the current signing process, not somebody else's copied signature page.
If the person is unsure about the role, resolve that before submission. A friend who agrees to receive occasional emails but refuses any oversight is not a sensible substitute for a willing manager. The objective is a real appointment that can operate after formation, not only a form that passes an initial data check.
Undischarged bankruptcy needs specific advice
Section 132 addresses an undischarged bankrupt acting as director or secretary, or being involved in company promotion, formation or management, unless the necessary court leave is obtained. It is broader than simply whether a person appears in the director field. Do not use another person's appointment as a way to avoid assessing the actual involvement.
If a person says they were previously bankrupt, establish the current legal position and evidence of discharge or any relevant court permission through an appropriate adviser. A recollection that the case finished, or that it happened overseas, is not an adequate eligibility decision.
Pause a routine formation order where the facts are unclear. Tell the adviser what needs assessment without posting sensitive case documents in a public or casual message. This article does not determine whether a particular insolvency process is equivalent to bankruptcy or whether permission will be granted.
Restriction and disqualification are not interchangeable
CRO provides a search of its disqualified and restricted person registers. The statuses have different effects: restriction can involve company capital conditions, while disqualification prevents acting in the relevant prohibited capacity. A company-record search alone should not be treated as a complete opinion on a person's eligibility.
Ask the proposed director about relevant orders or undertakings and have their actual terms assessed. Do not assume a similar name in search is the same person, or that a no-match result overrides an order the person knows about. Record how a concern was resolved before the appointment proceeds.
CRO also describes Form B74 where a person being appointed is currently disqualified in a foreign jurisdiction. Disclosing that position is not permission to ignore it. Explain the jurisdiction and order to the adviser and ask about the appointment's legal position and required notifications.
Count other directorships using the actual rules
Section 142 contains the limit on holding more than 25 relevant company directorships, with exclusions and counting provisions. It is not safe to add every company name on a biography or assume that every group company counts independently. Equally, do not claim a group exception without checking the actual structure.
Provide a current list and distinguish active roles from past appointments. State company names, numbers, jurisdictions and the relevant dates. The information needed for A1 disclosures and the legal counting exercise should be checked separately rather than abbreviated to several businesses.
A professional director or founder with many companies should raise this at the start. If the adviser needs group records or exemption information, build that review into the preparation timetable. Adding one more appointment first and sorting out the count later is the wrong sequence.
Residence is a company requirement, not a passport shortcut
CRO explains the requirement for at least one EEA-resident director and the bond or applicable certificate alternatives. Nationality and residence are different. An EEA passport alone does not establish where a proposed director resides, and an overseas founder can still be eligible personally while the company's residence requirement needs separate work.
Do not appoint a person solely because they supply a convenient address. Discuss the real residence facts and management role. Where no director is EEA-resident, assess the appropriate formation route with the presenter before documents and any bond are prepared.
An address service, an Irish customer or a secretary appointment does not automatically supply an EEA-resident director. Nor does meeting the company-law route resolve personal immigration, tax residence or banking questions. Treat those as separate assessments rather than benefits promised by incorporation.
| Question | What it concerns | Not enough by itself |
|---|---|---|
| Is the person eligible? | Age, orders, bankruptcy and limits | A willing signature |
| Is the residence route satisfied? | The company's EEA-director position | Nationality or a mailing address |
| Is identity information ready? | The relevant filing verification | General appointment eligibility |
| Will the person manage responsibly? | Real oversight and decision making | A name on the public record |
An LTD with one director still needs a separate secretary
Section 129 says the only director cannot also hold the secretary office, and requires directors to ensure the appointed secretary has the necessary skills or resources. A sole shareholder and sole director can be the same person, but that does not make the secretary field optional.
Choose the secretary arrangement before collecting formation signatures. Confirm who will maintain records, coordinate filing information and respond when a director is unavailable. Do not assume that a relative's appointment includes the professional resources needed simply because they live nearby.
If using a company secretary service, review its scope and ask about any additional work. Buying secretarial support does not supply a substitute director or transfer every management decision to the provider. Keep appointments and service tasks clear in the agreed setup.
Identity numbers are verification, not permission to act
The CRO describes IPNs for eligible non-resident directors or beneficial owners after the VIF process, with specific limits on who may use that route. Confirm whether the person has an existing PPSN or IPN and follow the applicable current instructions; do not assume every applicant can choose either number.
Provide information through the approved secure process and check names and birth details carefully. A mismatch can require correction, but changing the facts to make a validation succeed is not an acceptable solution. Do not place a PPSN or full identity document in ordinary blog enquiries or public comments.
Keep the identity question separate from qualification. A person can possess a valid number while being ineligible to act for another reason. Conversely, a potentially eligible person may still need to complete a filing-verification step before the application can proceed.
Prepare the oversight plan, not just the application
Section 228 sets out principal duties including good faith, responsible conduct, proper use of powers, conflicts and care, skill and diligence. Being a non-executive or a family appointment does not make the role a decorative title. Discuss what information the director needs to exercise oversight.
Agree access to accounts, important correspondence, upcoming deadlines and material contracts. Assign owners for tasks, but give the director a way to confirm completion. An agent invoice or automatic reminder should not be mistaken for evidence that an obligation has actually been completed.
A fictional first-time founder might be personally eligible but initially plan to leave every decision to an informal adviser. Before formation, she documents who reviews spending, how financial information reaches her and who escalates notices. The example is about good preparation, not a claim that any particular governance plan satisfies every duty.
Choose formation support after the checks are clear
Prepare a short officer brief before selecting the package: proposed roles, residence, identity route and any eligibility issue needing advice. Keep unresolved questions visibly marked. Do not allow a sales deadline or promised turnaround to override the need for a real decision.
StartCompany.ie works with authorised partners to provide formation and related services. Compare the current formation packages, explain any unusual officer position and confirm the total payable. Specialist advice on orders, bankruptcy or contested eligibility is separate from routine incorporation preparation.
Before authorising submission, review the final officer details and consents alongside the constitution and ownership plan. After incorporation, hand the director the records and compliance calendar. The practical aim is a company that can be managed responsibly from day one, not simply a certificate delivered to an inbox.
- Correct names, dates and proposed legal roles.
- Age and informed consent to act.
- Bankruptcy, discharge and relevant court-permission questions.
- Any restriction, disqualification or foreign order.
- Other directorships and the relevant counting assessment.
- Real residence facts and the company-level EEA route.
- Applicable identity verification and secure information handling.
- Separate secretary and agreed oversight responsibilities.
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Official information and next steps
Official sources were checked on 13 October 2026. This is a pre-formation preparation guide, not an eligibility opinion on an individual. Obtain suitable professional advice where orders, bankruptcy, residence or authority are uncertain.
- CRO: director qualifications and foreign disqualification
- Companies Act: Section 130 corporate directors
- Companies Act: Section 132 undischarged bankruptcy
- CRO: disqualified and restricted person search
- Companies Act: Section 142 directorship limits
- CRO: officer requirements and the EEA residence rule
- Companies Act: Section 129 secretary arrangements
- CRO: IPN and identity-verification eligibility
- Companies Act: Section 228 principal director duties
- CRO: required steps for company incorporation