Nominee Director vs Company Secretary in Ireland: Which Do You Need?

Start with the problem you are trying to solve

Write down the actual gap before comparing providers. Do you need a separate secretary for a one-director LTD, help with company records, an EEA-resident director route, or assistance filing a particular return? These questions lead to different services and should not be bundled into a vague request for someone in Ireland.

An overseas address is not itself the problem a secretary appointment solves. A founder living outside Ireland may already be EEA-resident, while another founder needs to consider the bond route. Likewise, a company can have a suitable secretary but still need an accountant or a particular filing service.

Use the comparison below to prepare a brief, not as approval of an appointment. Ask the provider to identify the legal role it will hold and the work it will perform. A firm offering general administration should not be assumed to become either a director or secretary.

What does nominee mean in a director arrangement?

The word nominee does not create a duty-free directorship. Section 228 requires directors to act in good faith in the company's interests, honestly and responsibly, and with the required care, skill and diligence. Someone agreeing to be named should understand the business and the obligations they are accepting.

The section also addresses directors nominated by a member with an appointment entitlement under the constitution or a shareholders' agreement. It permits regard to that member's interests in specified circumstances, without overriding the company-interest duty. Do not confuse that provision with an unrestricted promise to follow a paying customer's instructions.

Ask a solicitor to review any proposed director engagement, reserved matters, conflicts, information rights and decision process. A professional appointment needs workable access to relevant business information. A promise to lend a name while taking no interest in what the company does is a warning sign, not a convenient shortcut.

• Companies Act 2014: Section 228, director duties and member nominations

What does a nominee company secretary actually do?

The secretary is a real company office, not simply a correspondence contact. Section 226 covers duties delegated by the board without removing statutory and other legal duties. It also addresses the skills needed to maintain or arrange the required non-accounting company records.

Translate that into an agreed task list: which records will the provider help with, which filings will it guide you through, what information must you supply and who monitors deadlines? Do not assume the title includes every return, accounts preparation or specialist document.

A secretary service is also different from a personal assistant, receptionist or general power of attorney. Agree the channels for notices and instructions, the person who reviews requests and the evidence you receive when work is completed. If the provider supplies guidance rather than preparing a document, make that distinction explicit.

• Companies Act 2014: Section 226, secretary duties and records

Can a nominee secretary satisfy the EEA-resident director rule?

No. Section 137 concerns the residence of at least one director, subject to the bond and applicable Section 140 alternative. Appointing a secretary does not fill that director position. Nor does buying an Irish mailing address establish the residence of an existing director.

Residence is not the same as nationality. Do not select a route solely from a passport or a provider's postal address. Describe where the proposed directors actually reside and ask the formation adviser to assess the company's position before the application is submitted.

CRO explains the prescribed bond route and the post-incorporation economic-link certificate. A planned application for a certificate is not the certificate in force. If no director is EEA-resident, discuss the appropriate valid route before ordering unrelated support. Meeting this company-law requirement does not settle tax residence, banking or immigration questions.

• Companies Act 2014: Section 137, EEA-resident director requirement
• CRO: company officers and residence alternatives

A sole director may need a secretary, not another director

Section 129 requires a secretary and prevents the only director from also holding that office. It requires the directors to ensure the appointee has the necessary skills or resources. A suitable separate secretary can therefore address the secretary gap without appointing a second director merely for that purpose.

Where there are multiple directors, one may also be secretary, but document-signing rules still need attention. CRO's dual-capacity guidance explains that a requirement for both director and secretary is not satisfied by the same person signing in both capacities.

A corporate secretary does not automatically remove that issue if the same individual proposes signing for both sides. Ask who will sign the actual document and in which capacity. Keep the office-holder choice separate from the signing arrangements instead of discovering the problem when a filing is returned.

• Companies Act 2014: Section 129, secretary appointment and sole-director rule
• CRO: dual capacity and separate signatures

Who is being appointed: an individual or a corporate provider?

CRO distinguishes the offices: a director must be a natural person, while a body corporate can act as another company's secretary, not as its own. If a provider trades under a company name, ask which legal person will actually hold each proposed office.

Record the appointee's correct legal identity in the engagement and company paperwork. A brand name, support inbox or invoice description may not identify the office holder sufficiently. Ask who handles communication on behalf of a corporate secretary and what happens if that contact changes.

Review eligibility and required information before collecting consents. Do not submit invented addresses or a copied signature to make an appointment progress. If the proposed role raises a restriction, disqualification or other eligibility concern, obtain appropriate advice before treating it as a routine service order.

• CRO: company officers and residence alternatives

Does an officer appointment change who owns the company?

Do not treat the director, secretary and shareholder lists as interchangeable. RBO guidance looks at the natural people who ultimately own or control the entity, including control through means other than share ownership. Officer titles alone do not determine the complete beneficial-ownership assessment.

The RBO is separate from CRO reporting. Replacing a name on an officer filing is not a method of removing the real owner from the company's beneficial-ownership obligations. Where ownership or control changes, have the underlying facts and required updates reviewed.

Ask a solicitor about any proposed nominee shareholding, voting agreement or control arrangement rather than assuming it comes with an officer service. Avoid offers of guaranteed anonymity. An incorporation certificate or nominee appointment should not be presented as a promise that banks or other providers will skip their own checks.

• RBO: beneficial ownership, control and separate reporting

Two examples: a sole founder and an overseas board

In the first fictional example, a founder living in France will genuinely manage an Irish LTD as its sole director. The founder needs a separate secretary. The review should establish eligibility, the director's actual residence and an appropriate secretary appointment; the founder should not assume a second professional director must be purchased just because Ireland is a different country.

In the second example, two founders living outside the EEA plan to manage the company themselves. They also want secretarial reminders and record guidance. The secretary service may address that administrative need, but it does not resolve their company's director-residence position. They must assess the bond or another applicable route separately.

In both cases, record what the service supplies and what remains with the founders. Neither example establishes a particular tax result or entitlement to a bank account. The useful decision is a complete, accurate setup with clear responsibilities, not the largest collection of services.

Agree authority and information access before the appointment

Write a responsibility schedule covering company decisions, statutory records, filings and correspondence. Identify who prepares a draft, who checks it, who approves the underlying action and who verifies submission. A deadline reminder and a completed filing are different deliverables.

Discuss signing authority separately. Ask what the appointment or engagement permits, what needs specific board approval and who can instruct the provider. Do not assume a secretary can bind the company to every commercial contract, or that any officer should receive unrestricted access to every system.

Use appropriate secure access and keep company records retrievable. Avoid sending passwords, identity documents or banking credentials through casual messages. Where a provider needs sensitive information for a specific check, ask for the approved channel and the reason. An orderly onboarding process is more useful than handing over everything at once.

• Name the responsible person for each recurring task.
• Separate board approval from document preparation and submission.
• Agree information deadlines and an escalation contact.
• Confirm which company records the provider holds and how you obtain copies.
• Record access and signing arrangements without sharing personal credentials.
• Keep appointment evidence, approved instructions and completed-work records.

An existing company needs a proper appointment and handover

CRO's officer-change guidance uses Form B10 for post-incorporation appointments, cessations and relevant changes of particulars, normally within 14 days of the change. Buying a service online is not itself evidence that the corporate appointment and notification have been completed.

Ask what approval, consent and filing steps are needed, who handles them and what confirmation you will receive. For a replacement secretary, identify outstanding records, drafts, notices and filing dates before the old engagement ends. A director change needs its own assessment of the remaining board and residence position.

Do not backdate documents to hide a gap or assume terminating a service contract updates the CRO automatically. Keep the actual effective dates and the completed handover file. Our separate resignation guide covers continuity problems in more detail; urgent or disputed cases need individual review.

• CRO: changing company officer information and Form B10

What to ask before paying for any nominee service

Ask for a written description of the office and work included, not an assurance that everything is covered. If the company only needs secretarial support, compare secretary engagements. If you need a director arrangement, obtain specific professional advice and do not assume a secretary checkout supplies one.

Check the term, renewal process, additional-work charges, notice requirements and total payable. Explain the company's trading activity, current officers and any imminent deadline so the provider can assess the requested scope rather than quoting for an incomplete description.

• Who exactly becomes director or secretary, and when?
• What checks and documents are required before the engagement begins?
• Which reminders, records and filings are included, and which are separate?
• Who signs documents and how are board instructions verified?
• What happens if a director moves country or the secretary resigns?
• How are outstanding tasks and records handed back at termination?

What StartCompany.ie's secretary product includes

The published StartCompany.ie service covers a 12-month nominee company secretary engagement, with CRO compliance reminders, officer-filing guidance and statutory-record guidance. The team reviews the company setup and confirms appointment details and scope. Review the current product page and total payable before proceeding.

It is a secretary appointment, not a nominee director product. Annual-return preparation, registered-office services, share changes and other filings are separate unless expressly included. A change to an existing secretary is also a separate service; do not assume buying the annual engagement orders every change filing.

Renewal is arranged separately, and the published checkout does not create an automatic subscription. If your actual concern is the EEA-director requirement, use our non-resident formation and Section 137 bond guidance before choosing support. Directors remain responsible for their duties when secretarial work is outsourced.