Directors and Officers Liability in Ireland: Ireland’s New Companies Act

Full implementation is set to begin soon for the Irish Companies Act 2014, landmark legislation that potentially impacts every director and officer of Irish incorporated companies. Passed into law on December 23, 2014 and commencing in June 2015, the 1170 page Act reforms the previous Irish Company Law and consolidates prior legislation into a single statute.

Much of the act restates prior legislation, but reforms are noted in the area of governance, legal capacity and mergers. Key highlights include:

• All private limited companies must choose to convert to a limited (Ltd.) company or a designated activity company (DAC) before August 31, 2016.
• Corporate directors and officers will see modernized governance responsibilities, including a list of  principal fiduciary duties.
• Despite the unchanged limited ability of a company to indemnify its directors and officers, the act includes a specific statement allowing companies to purchase directors and officers insurance to cover against alleged negligence, default, breach of duty, or breach of trust.