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:
- The resigning director must notify the company in writing of his/her resignation.
- 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.
- 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.
- 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:
- request the company to send notification of the fact of the resignation i.e. Form B10, to the Registrar of Companies within 21 days
- 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.
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