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Company Directorship Searches – An Ellis & Ellis Explainer

What is a Company Directorship Search?

A Company Director might be defined as follows: – ‘… an individual formally appointed by the company’s members to oversee its operations on their behalf…’.

Typical duties of a director are (but not limited to) fiduciary (e.g. they act in the best interests of the company and its shareholders, prioritising the company’s welfare over personal gain), duty and guardianship (i.e. working with care, skill, and diligence), acting within the legal scope of the company’s constitution, ensuring financial and legal compliance, to supervise and monitor, and to act in good faith.

Under Irish law (Section 128, Companies Act) all companies are required to appoint directors. While a company’s Constitution (Articles of Association) usually defines the rules governing the appointment and resignation of directors, the minimum and maximum number of directors permitted can vary depending on the company type.

For example, Private Limited Company must have at least one director, other company types are required to have a minimum of two directors. Whatever the characteristics, ultimately the responsibility for appointing directors falls to the company’s members and/or shareholders.

In turn, when a company’s incorporation documents are submitted to the Companies Registration Office (CRO) the initial consenting directors of a company are listed thereon. Any subsequent director appointments, resignations, restrictions and disqualifications must be noted with the CRO.

Its is against these records held by the CRO that we conduct Company Directorship searches.

Why might someone conduct a Company Directorship Search?

While the ‘how’ and ‘what’ of that which is searched might remain static with a directorship search, the purpose for conducting said searches may be wide and various as follows: –

Search Purpose	Broad Function of Search
Fitness and Probity	In this context, a search on directorships performs a few tasks, that is, to ascertain if there are potential conflicts of interest or contentious shareholding for an applicant for a controlled * or pre-approval control function†. Secondly, it should highlight whether an applicant was a director/ officer at the time a company was put in either voluntary or involuntary liquidation, examinership, or receivership, etc.
Asset Tracing	A directorship search with this perspective may identify whether someone had involvement with businesses/ partnerships, revealing any ownership stakes/ shareholdings, and potentially provide addresses to be searched against for real assets.
Conveyancing	A primary concern for conveyancing solicitors it to determine whether a company, and its assets, are in the ownership and control of the vendors, i.e., its directors and/ or shareholders. As such, a directorship search should establish a company’s officers, and their right to sell.
Due Diligence/ Credit Reporting	Should one want to purchase a firm or conduct business with it, offer it credit terms, of if one simply wanted to hire a director it is always prudent to develop a wider understanding of that company’s officers and their capabilities. Some rudimentary questions that might be asked include the following: What experience has a director, including other roles? Have they worked in many other firms? While not directly associated with directorship searches, answering the above can feed into the broader questions Due Diligence/ Credit Reporting such as the below. Was their time with those firms successful? Did any noteworthy incidents happen during their tenure? Did they adhere to their statutory reporting requirements? What were the profits and losses during their directorship?

How might someone request a Company Directorship Search?

Searches for Company Directorships are relatively straightforward in that we usually conduct such searches against a first name, last name and ideally, a corresponding date of birth if supplied (or known).

The reason why we might ask for the date of birth, is that we could identify numerous matches with a popular name, e.g. John Smith, however it might be difficult to determine which John Smith was the requestor’s target director.

As an aside, should a search by name not produce a desired match, perhaps due to an unknown date of birth or a mis-spelling, it may still be possible to run directorship searches by address, company status, or by searching against previous companies with which they might have been involved.

What might a Company Directorship Search show me?

Typically, if matching names are found, our report will produce a list of companies and business names associated with that person, along with those companies’ relevant Companies Registration Office (CRO) number, the date of birth of the director (if submitted), and the status of the entity or business name, i.e. normal, dissolved, in receivership, examinership, etc.

Use an established Law Search provider

As set out above, Ellis & Ellis’ professional understanding of its search environment along with the means to apply everyday commercial strategies, offers clients the perfect solution to help vet potential significant role holders, conduct due diligence and credit checks, and assist in the conveyancing investigatory process.

By combining an easy-to-use ordering platform at www.ellis.ie with over 130 years of specialist expertise and a superior after-sales experience, we offer our clients a premium searching service.

Additionally, by way of offering added peace of mind, Ellis & Ellis provides substantial Professional Indemnity Cover (€10 million for each and every case).

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