Director or Secretary Resignation Notice where a company does not file a Form B10 (Leaflet 18)
Serious responsibilities attach to being an officer of a company and the proper method must be used to place the required information on the CRO register. For that reason, company officers who have resigned should ensure that the CRO has been accordingly notified.
A company must file Form B10 in order to notify, among other things, the cessation of an officer’s appointment (resignation, removal, etc.). This form must be filed with the CRO within 14 days of the change occurring. Failure to file Form B10 constitutes an offence.
Where there has been continuing failure by a company, despite demand, to file Form B10 in the CRO to record that a person (or company where the secretary is a limited company) has ceased to be a director or secretary, the person (or limited company, where applicable) concerned may file Form B69 to rectify the CRO’s records (Section 152 of the Companies Act 2014).
The procedure is as follows:
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(a) The resigning officer must notify the company in writing of his/her resignation (exhibit “A” to Form B69 – An example of Exhibit A is available below).
(b) If the company fails to lodge a Form B10, (a Form B10 is submitted within 14 days of a resignation), the officer who has resigned must then serve a notice on the company. This notice (exhibit “B” to Form B69 – An example of Exhibit B is available below) must specifically:
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i. request the company to send notification of the fact of the resignation ie Form B10, to the Registrar of Companies within 21 days;
ii. inform the company that failure to do this will result in Form B69 being filed in the CRO, and in the resigning officer sending a written request (enclosing a copy of his/her letter of resignation) to every person who, to his/her knowledge, is an 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.
(c) If a Form B10 is not filed by the company within the 21 day period stipulated, a copy of the notice of resignation may be sent to every person who, to the resigning officer’s knowledge, is an officer of the company, together with a written request that he/she take such steps as will ensure that the failure of the company to comply with the notice continues no further.
(d) File Form B69, to which must be attached:
- i. a copy of the notice of resignation referred to at 3(a) above. This notice must be marked “A” and must bear the signature of the resigning officer. Photocopies will not suffice; original signature is required.
ii. a copy of the notice referred to at 3(b) above. This notice must be marked “B” and must bear the signature of the resigning officer. Photocopies will not suffice; original signature is required.
(e) If the documentation supplied to the CRO is complete and correct, the resigning officer’s details will then be removed from the CRO records in relation to the company concerned. No other documentation/correspondence should be submitted to the CRO.
All forms referred to on this page are available here.