Directors' Duties - FAQ

Until the introduction of the Irish Companies Act 2014 ("Act"), the duties of a director of an Irish company were governed by over a century of case law. Fortunately for directors, companies and their advisers, the Act codified these duties. This note addresses some of the frequently asked questions raised of us by our client companies and their directors.

Who owes a duty?

Under the Act, every person "occupying the position of director" is regarded as a director, even if not formally appointed e.g. shadow directors and de facto directors. The Act makes no distinction between executive and non-executive directors.

To whom do directors owe a duty?

Under the Act, directors' duties are owed to the company and the company alone. The directors do not owe a fiduciary duty to the shareholders merely by virtue of being a director of the company. However, case law suggests there may be specific circumstances whereby a director may have a fiduciary duty to a