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Implications of acting as a company director but not having shares

  • 27-04-2017 5:59pm
    #1
    mel.b
    Registered Users, Registered Users 2 Posts: 3,130 ✭✭✭


    I'm hoping someone can point me to something to read or help explain the implications for me.

    The situation is my accountant set up a ltd company for me back in Feb. I am the sole director with 100% of shares. Due to the urgency of getting the company set up, he engaged someone on my behalf to act as a company secretary until i could get my mum (who is in Australia) to sign the papers to act as company secretary.

    While I was home in Australia I got my mum to sign the paperwork to transfer over the company secretary to her and forwarded this onto the accountant. A few weeks later he sent me more forms to sign and again today I got more forms. When I questioned the forms (as they appeared identical to the ones I had already signed) he said they related to another submission. When i then asked why there were multiple submissions he said that he had listed my mum in error as company secretary. After numerous emails back and forth, I finally understand what he is doing and the rationale for it, but I want to be clear of the implications for my mum.

    His proposal now is that both myself and my mother are listed as company directors, however that I hold 100% of the shares. This means that I can also now be company secretary (whereas I couldn't previously as you can't be sole director and secretary). His rationale for this I believe is simply down to the time it will take for any documents to be signed and then posted from Australia back to Ireland. So if I act as company secretary the process will be faster.

    He has said that the other company director (mum) has no real role except to ensure compliance with company law. While I don't expect things to go bad, I want to understand the best I can the implications for my mum if she does become a director, rather than the company secretary.

    So if anyone can help me out, or point me in the direction of something reliable to read that would be much appreciated.


Comments

  • #2
    srsly78
    Registered Users, Registered Users 2 Posts: 7,157 ✭✭✭srsly78


    Directors can be held responsible for shenanigans.


  • #3
    pedroeibar1
    Closed Accounts Posts: 5,108 ✭✭✭pedroeibar1


    [QUOTE=mel.b;103348293......... I want to understand the best I can the implications for my mum if she does become a director, rather than the company secretary.

    So if anyone can help me out, or point me in the direction of something reliable to read that would be much appreciated.[/QUOTE]

    What your accountant has told you is correct. Personally I would have remained as a single director company and outsourced the Co. Sec role, it’s not expensive and it allows you concentrate on the business. If your mother is Australian, that needs to be stated after her name on company stationery.
    You should read THIS for the legal position on directors/secretaries


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