Resignation of Directors
Monday, October 18th, 2010
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 (exhibit A).
- 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. (exhibit B)
- 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 Exhibits A and B above. If the documentation is complete and correct, the resigning director’s details will be removed from the CRO records.
Exhibit B: 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.
Any queries on the above? Please email me on blog@parfreymurphy.ie.
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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
Hello,
You should send the above by post rather than email.
Best regards,
Orla
[...] Resignation of Directors Share: [...]
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,
Orla
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
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.
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
my name was forged on a b1 annual return form to the cro what can i do about it. mary
Hi Mary,
I deal with all Company Secretarial matters here in Parfrey Murphy. I am going to respond to your queries by e-mail.
Regards,
Maria
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,
Orla
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.
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
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
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
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
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