Companies (Amendment) (No. 2) Act, 1999

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Limitation on number of directorships.

45.—(1) A person shall not, at a particular time, be a director of more than 25 companies.

(2) In subsection (1), (but not any other subsection of this section) “director” includes a shadow director (within the meaning of the Companies Act, 1990 ).

(3) In reckoning, for the purposes of subsection (1), the number of companies of which the person concerned is a director at a particular time the following provisions shall apply—

(a) without prejudice to paragraph (b) or subsection (4), there shall not be included any of the following companies of which he or she is a director at that time, namely—

(i) a public limited company,

(ii) a public company (within the meaning of the Companies (Amendment) Act, 1983 ),

(iii) a company in respect of which a certificate under section 44 (2) is in force,

(b) there shall not be included any company of which he or she is a director at that time (not being a time that is before the date of the giving of the certificate or direction referred to hereafter in this paragraph) if—

(i) he or she, or the company, delivers to the registrar of companies a notice, in the prescribed form, stating that the company is a company falling within one or more of the categories of company specified in the Table to this section, and

(ii) either—

(I) the registrar of companies, having considered the said notice and having made such enquiries as he or she thinks fit, certifies in writing, or as the case may be the Minister under subsection (6) so certifies, that the company is a company falling within one or more of the categories aforesaid, or

(II) the Minister directs, under subsection (6), that the company is not to be included amongst the companies that shall be reckoned for the purposes aforesaid,

(c) there shall be counted as the one company of which he or she is a director at that time, 2 or more companies of which he or she is a director at that time if one of those companies is the holding company of the other or others.

(4) Without prejudice to subsection (3), in reckoning, for the purposes of subsection (1), the number of companies of which the person concerned is a director at a particular time, being a time that is before the expiration of the period of 12 months from the commencement of this section, there shall not be included any company of which the person is a director at that time if he or she was such a director immediately before such commencement.

(5) For the purposes of subsection (3)(b)(ii), the registrar of companies may accept as sufficient evidence that the company concerned falls within a category of company specified in the Table to this section a statutory declaration, in the prescribed form, to that effect made by an officer of the company or the other person referred to in subsection (3)(b)(i).

(6) If the registrar of companies refuses to certify that the company to which a notice under subsection (3)(b) relates is a company falling within a category of company specified in the Table to this section, the company or the person referred to in that subsection may appeal to the Minister against such a refusal and the Minister may, having considered the matter and made such enquiries as he or she thinks fit, do one of the following—

(a) confirm the decision of the registrar of companies,

(b) certify in writing that the company is a company falling within a category aforesaid, or

(c) notwithstanding that he or she confirms the decision of the registrar of companies, if—

(i) the person concerned was a director of the company before the commencement of this section, and

(ii) in the opinion of the Minister the inclusion of the company amongst the companies that shall be reckoned for the purposes of subsection (1), in so far as that subsection applies to the person concerned, would result in serious injustice or hardship to that person, and

(iii) the giving of a direction under this subsection would not operate against the common good,

direct that the company is not to be included amongst the companies that shall be reckoned for the purposes of subsection (1) in so far as that subsection applies to the person concerned.

(7) A notice referred to in subsection (3)(b)(i) may, for the purposes of that provision, be delivered to the registrar of companies before the person concerned becomes a director of the company to which the notice relates.

(8) If a person, in contravention of subsection (1), becomes or remains a director or shadow director of one or more companies he or she shall be guilty of an offence.

(9) An appointment of a person as a director of a company made after the commencement of this section shall, if it contravenes subsection (1), be void.

(10) An appointment of a person as a director of a company made before the commencement of this section, being an appointment which, but for this section, would subsist on or after the expiration of the period of 12 months from that commencement, shall, if its subsistence at any time on or after the expiration of that period contravenes subsection (1), cease to have effect upon that contravention occurring.

(11) For the avoidance of doubt—

(a) each appointment, in excess of the limit (reckoned in accordance with subsections (3) and (4)) that is provided for by subsection (1), of a person as a director of a company shall constitute a separate contravention of that subsection,

(b) an appointment, not in excess of the said limit, of a person as a director of a company shall not, by virtue of this section, become unlawful, be rendered void or cease to have effect by reason of a subsequent appointment, in excess of that limit, of the person as a director of a company,

(c) in determining whether one particular appointment referred to in subsection (10), as distinct from another such appointment, has ceased to have effect by virtue of that subsection or whether a person's remaining in office under one such appointment, as distinct from another such appointment, constitutes an offence under subsection (8), the provisions of this section (other than subsections (3)(b), (5), (6), (7) and (8)) shall be deemed to have been in operation at the time of the making of that appointment.

(12) If—

(a) the appointments of a person as a director of 2 or more companies are made at the same time, or

(b) the times at which the appointments of a person as a director of 2 or more companies were made are not capable of being distinguished from one another,

then those appointments shall, for the purposes of this section, be deemed to have been made at different times on the day concerned and in the same order as the order in which the companies to which the appointments relate were registered under the Companies Acts, 1963 to 1999.

(13) Summary proceedings in relation to an offence under subsection (8) may be brought and prosecuted by the registrar of companies.

TABLE

1. A company that is the holder of a licence under section 9 of the Central Bank Act, 1971 , or is exempt from the requirement under that Act to hold such a licence.

2. A company referred to in the Second Schedule.