Nominee Directors in Ireland: What They Do and What They Can't Do
Irish law doesn't have a lesser class of 'nominee' director. A nominee director has the same duties as every other director under the Companies Act 2014, including acting in the company's interests and exercising independent judgment, so they can't simply follow instructions from the people who appointed them.
The same duties as any director
Section 228 sets out the fiduciary duties every director owes the company, including to act in good faith in its interests, to use its property only for proper purposes, to avoid conflicts of interest, not to agree to restrict their power to exercise independent judgment, and, under section 228(1)(g), to exercise the care, skill and diligence reasonably expected of a director. An agreement with the shareholders who appointed them doesn't take these duties away. Section 223 makes each director responsible for the company complying with the Act.
What that means in practice
- The nominee director must be told about the business and receive board papers and accounts.
- They may decline to sign documents they haven't been able to check.
- They can be personally exposed if the company trades recklessly or becomes insolvent, so a professional nominee will do due diligence first and may decline an appointment.
Subject to due diligence on the company and its owners.
Who can be a director
- A person aged 18 or over.
- Not an undischarged bankrupt, and not disqualified or restricted from acting.
- Within the limit of 25 directorships of Irish private companies, subject to the exemptions in section 142.
- With a PPS number, or an Identified Person Number (IPN) issued by the CRO after a sworn Form VIF.
When a nominee director makes sense
Usually to meet the EEA-resident director rule where the owners live outside the EEA and want an EEA presence on the board, often because a bank or partner asks for one. If the only aim is to meet the residency rule, a Section 137 bond is often simpler.
What we need
Identity checks on the directors and beneficial owners, a description of the business and where it trades, and the company's constitution and recent accounts if it already trades. We confirm the fee and the terms in writing before anything is filed.
Sources
Last checked 14 November 2026 against the Companies Act 2014 and Companies Registration Office (CRO) guidance. This is general information, not legal or tax advice for your company.