Resignation of Directors

When a director resigns from a company, he/she sends a letter of resignation to the company. The company then needs to file a Form B10 with the Companies Registration Office within 14 days and appoint another director if required. In general, private limited companies must have a minimum of 2 directors.

What happens if a director sends a resignation letter to the company but the company continually fails to file Form B10?

As a last resort, the person concerned can follow this procedure:

  1. The resigning director must notify the company in writing of his/her resignation.
  2. If the company still fails to file Form B10, the resigning director can then serve notice on the company giving them 21 days to file the B10.
  3. If Form B10 is not filed within 21 days, the resigning director may send a copy of the notice of resignation to all officers of the company together with a written request that the officers submit Form B10.
  4. If the company still does not file Form B10, the resigning director can complete Form B69 together with 1 and 2 above. If the documentation is complete and correct, the resigning director’s details will be removed from the CRO records.

Further detail on notice sent to company:

It is important that this notice is prepared correctly. The notice sent to the company must specifically:

  1. request the company to send notification of the fact of the resignation i.e.  Form B10, to the Registrar of Companies within 21 days
  2. inform the company that failure to do this will result in a Form B69 being filed with the CRO, and in the resigning officer sending a written request (including a copy of the letter of resignation) to every officer of the company that he/she will take such steps as will ensure that the failure of the company to comply with the notice continues no further

The above also applies to the resignation of the company secretary.

Any queries on the above? Please email me on blog@parfreymurphy.ie.

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37 thoughts on “Resignation of Directors

  1. Hi,

    I am currently trying to resign from a company I was a director of as I am setting up my own business. One question in relation to the above is whether I should submit the above in writing, i.e. postal letter or email.
    Thanks for the post in any case,
    T

  2. Pingback: Shareholders Agreements | Running a Business in Ireland

  3. Hi,

    I am company secretary, director and partial shareholder of a company that only has the required two directors in which to exist, we are not yet fully trading but due to a change of circumstances I wish to resign from the company and return my shares, is this as straightforward as the procedure outlined above? Can you recommend how to word the resignation letter, any specific points it should contain? And also am I liable for any company debt ? We do not have any bank loans or overdrafts or grants to date. I thank you in advance.

    • Hi Elizabeth,

      All Irish registered companies are required to have two Directors. So if you want to resign as Director and Company Secretary then another individual will have to take your place.

      If there is not another person organised to take your place then you would have to use another procedure to force your resignation through. This takes a period of time of about 5 weeks.

      The transfer of your shares to another individual is a straight forward procedure but if the company is redeeming the shares it is a more completed and costly procedure.

      To advise you more accurately, I would need the answers to the following questions:
      - Is there an individual lined up to replace you as Company Secretary and Director?
      - Are your shares being transferred to another individual?

      If you want to email me with the above, I can let you know what your options are.

      Looking forward to hearing from you,

      Seamus

  4. Does it cost to resign as a Director and file a Form B10….also what are the costs of registering a new Director….my company is stil trading but my ex-husband is still a Director and he wants to resign but I have another person to take over Directorship. Any help welcome. Ruth

    • Hi Ruth,

      If you register with the Companies Registration Office, you can submit the relevant Form B10 online. There is no filing fee for a Form B10 filed online.

      If you wish to file a paper version of the Form B10, then the form must be submitted to the Companies Registration Office, O’Brien Road, Carlow together with a filing fee of €15.

      The resignation of your husband as Director and the appointment of the new Director can be dealt with on one Form B10.

      If you would like our help to complete the following please contact me.

      Kind Regards,

      Maria Fahy

  5. i was a secretary, director of a company, but was removed as secretary without me knowning , should i have been told. now the company has been put into voluntary strike off without me knowning can they do that.

  6. My ex husband is closing the company because it has cease to trade but adopted the business of tha company into the new company which is trading. does that mean the business is trading. any help welcome. Mary

  7. Hi,

    My situation is this, I wish to resign as a non-shareholding director from a company, there is no one else the company can appoint. How do i go about resigning as a director as if I fill out a B10, it asks who will be replacing me. The other director is a non-irish resident.

    • Hi Pebbles,

      Thanks for the comment. Have you tried sending a notice of resignation to the company as outlined above?

      Best regards,

      Seamus

  8. I’m also interested in a situation how to resign from the Directorship, if there’s no other person to replace me as a Director. What’s the procedure? It was mentioned that it takes 5 weeks to force resignation.

  9. our company secretary is resigning but his replacement has not yet been appointed. can the company run without a company secretary until the replacement is found. There are 2 other directors – can 1 of them also be nominated as company secretary in the interim

    • Dear Christy,

      A company cannot run without a Company Secretary. However, the company can appoint one of its current Directors to also act as Company Secretary. This Director would need to be appointed as Company Secretary on the same date that the current Company Secretary resigns. To do this, a Form B10 is required to be completed and submitted to the Companies Registration Office, O’Brien Road, Carlow.

      Please note that the current Company Secretary should sign a letter of resignation and that the appointment of the new Company Secretary should be noted in Minutes of a Directors Meeting.

      If you would like our help to complete the foregoing please do not hesitate to contact me.

      Best regards,

      Maria

      • Dear Maria, I was secretary of a company and resigned by letter on the 30th of April [] In the notice to the Registrar the company stated that I ceased to be secretary on the 1st May [] and the new secretary was appointed on the 1st May[] . In the circumstances which is the effective date of resignation.

        • A letter of resignation should state that you are resigning with immediate effect or by a certain date. In any case, unless you stated otherwise in your letter of resignation, your date of resignation is 30 April.

          Hope this helps.

          Seamus

  10. Hello,

    I have given notice to the companies that I am a director of and I have clearly stated in this letter that I am resigning and that the clerical officer should file a B10 and appoint a new director, I also clearly stated in this letter that failure to file the B10 before 21 days from the date of this letter will result in me filing a B69 form, I had filed the B69 and I sent this into the companies house with my letter and it was refused?
    THe said i need two letters, I don’t see the point in two letters as everything the company needed to know was in in one letter?

    • Hello,

      I understand your frustration. The procedure is a long one. However, you need to follow the procedure fully or the Companies Registration Office will keep rejecting the application. The main issue here is that you need to send 2 letters to the company. You can’t put all the information in the one letter.

      Therefore if we take the letter which you have already sent to the company as your letter of resignation as Director. You now need to issue a notice to the company which includes the following:

      - Requesting that a Form B10 be submitted within 21 days from the date of the notice
      - Inform the company that failure to submit the Form B10 will result in a Form B69 being submitted to the CRO

      If the company does not comply within the 21 days then you should resubmit your Letter of Resignation, the Notice in relation to the resignation and the Form B69 to the Companies Registration Office. You will then be removed as Director of the company.

      Best regards,

      Maria

  11. Hello

    My partner (husband) has a construction business which is a limited irish company. I was named as a Director and company secretary when the company formed but I do not hold any shares. I have worked part time for the company since it was formed up untill this January.

    I have been wanting to resign as Director for some time but as the company is trading at a loss and has debts We are unable to find someone to become the new director

    Can I still resign? and how do I go about it

    Kind regards

    Sarah

  12. Hi,

    My situation is quite similar to Mary’s above.

    I was a director of a company; however, I was removed without consent.

    I would really appreciate if you could tell me the correct form to complete to address this malpractice.

    Kind Regards,
    Feilim.

    • Dear Feilim,

      The Articles of Association of the company will indicate the situations in which a director may be removed from his office. This is the best starting place for you. Establish what the Articles of Association for the relevant company state and decide if the company acted within the boundaries of what is stated in the Articles of Association.

      Kind Regards,

      David

  13. Hello , I am currently a company secretary and director of a company and wish to resign with mt partners consent,however we do not have another director to replace me , is it possible to run a limited company with one director or is there any other options.

    Many Thanks for any help or advise

    Brian

    • Dear Brian,

      Under the Companies Acts, a company in Ireland is required to have at least two Directors. However, a Director is entitled to resign as a Director if he so wishes and it is up to the company to replace him/her if necessary.

      There is a process to push through the resignation of a Director if the company is slow to file the necessary forms with the Companies Registration Office. It is a long process and really should only be used if you are left with no other alternatives.

      Basically, you will have to be replaced as Director of the company.

      Kind regards,

      David

  14. Hi, Some years ago I set up a company with a family member, we each have a 50% equal share,I would now like to resign from the company, however, there is no one to take my place as Company Secretary/Director. What can I do.

    • Hi Una,

      Thank you for your comment.

      I would suggest having a read of our article on Resignation of Directors as this outlines the options available to you. Once you have sent a letter of resignation to the company, the company then needs to file a Form B10 and appoint another director within 14 days. If the company does not file the Form B10, to remove you as director, you have the option of completing Form B69 yourself, as outlined in the article.

      Kind regards,

      David.

  15. Hi Una,

    I have a situation here. I work in a charity organization.It had two directors who resigned and one of the director was acting as a company secretary as well. The directors send individual emails stating their intention to resign.The company have no one in place to replace them at the moment.What would be the next step i.e. appoint new directors?Please advise!!

    • Hi John,

      Thank you for your comment.

      Once a director/company secretary resigns from a company, the company is required to file a Form B10 with the Companies Registration Office within 14 days and appoint another director/company secretary if required. In general, private limited companies must have a minimum of 2 directors. Therefore the organisation will need to appoint two new directors with one acting as company secretary.

      Kind regards,

      David

  16. My husband is a director & (20%) shareholder of a company with two other directors who are bigger shareholders. He wants out but he has never had access to any accounts etc of the company and he never asked to my frustration. Is he entitled to any money on his shares of this continuing company from the directors who will most likely be taking his shares on once he leaves? He invested 5000 euro on the start up of business but is terrified he will be left with nothing but his p45. He was too trusting in the past and these directors know their stuff. We are lost and need advice please?

    • Hi Mary,

      All Limited Companies incorporated in Ireland are required to submit Financial Statements to the Companies Registration Office. The Financial Statements are then available for any member of the public to buy. This may be a good starting point for you and your husband. You will be able to see from the balance sheet as to whether the company has profits or not.

      We understand your frustration but there are other details that we would need to know, i.e. the type of shares your husband holds, the rights attached to these shares, did your husband sign a shareholders agreement etc., before we could advise you on the correct steps to take. If you wish, we could contact you by phone to discuss the matter in more detail.

      Kind regards,

      David.

      • Thanks for your reply David…Would it trigger anything with Revenue though? The fact you have gone from director to employee of the same company?

  17. Hi,
    After a B69 is filled
    What happens to the company if it continuously fail to appoint a new director with a B10, I understand it would trade illegaly since only 1 director, can the company lose the veil of incorporation? What does the CRO do?

    • Bob,

      A company with only one Director is breaching the law under the Companies Acts 1963 to 2013. On this basis, the Director of Corporate Enforcement may take an action against the company.

      One Director company cannot file Annual Returns with the Companies Registration Office. This will lead to the company being struck off the Register of Companies for failure to file Annual Returns. If a company is struck off but the business continues to trade and to incur liabilities post-dissolution, such trade is made in a personal capacity by the individual(s) running the business as the company has no legal existence at the date on which the liability is incurred.

      It is vital that a second Director be appointed to the company to avoid costly late filing fees on Annual Returns and more importantly prosecution from the Directors of Corporate Enforcement.

      Seamus Parfrey

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