Irish Region

Single Director Companies- signing obligations

The CRO issued a reminder at the end of December 2019 that a single-director company cannot satisfy certain requirements of the Companies Act by the signature of the sole director in a dual capacity as both director and secretary.

Section 134 of the Companies Act 2014 prohibits this, even though the act itself introduced the concept of single-director companies. (Private limited-by-shares companies registered under Part 2 of the Companies Act 2014 can be single-director limited companies).

These companies are still required to have a separate company secretary.  So for instance where Company A has a sole director and the company secretary is Company B and the sole director is also the sole director of Company B, the CRO has said that the sole director cannot sign for Company A as director and as the authorised signature for Company B the corporate company secretary.

This may impact on A1 incorporation forms, the Annual Return form or accounts certification among other filings.

Jillian O'Sullivan is Partner at Grant Thornton and Head of the Practice Committee of the Chartered Governance Institute in Ireland.