Changing Company Officer Information

Details of other directorships which are listed on the Form B10 would include any directorships from within the last five years, incorporated in the State or elsewhere.

A Form B10 must be signed by a current officer of the company; it cannot be signed by an officer who has resigned. Where there has been a change in company officer or his/her details, a Form B10 must be filed by each company concerned.

A Form B10 is also submitted where someone is disqualified as a director, whether by a High Court Order or as a result of a deemed disqualification or on foot of a conviction on indictment of any indictable offence in relation to a company or involving fraud or dishonesty.

A Form B10 should be filed in respect of each company of which he/she had been acting as director until the date of disqualification and that a replacement director is required to be appointed in the event that the disqualification leaves any company with less than required number of directors.

If a person who is already appointed director of a company is a person then becomes disqualified under the law of another State (whether pursuant to an order of a judge or a tribunal or otherwise) from being appointed or acting as a director or secretary of a body corporate or undertaking, that person is required by law to file Form B74a.

Link to Common Errors – Form B10

Undischarged bankrupt means a person who is declared bankrupt by a court within the State or elsewhere, who has not obtained a certificate of discharge or its equivalent in the relevant jurisdiction.

Section 132 of the Companies Act 2014 provides that if any person, being an undischarged bankrupt acts as an officer or directly or indirectly takes part or is concerned in the promotion, formation or management of any company except with the leave of the High Court, he/she shall be guilty of a Category 2 Offence.

If a person who is being appointed director of a company is a person who is currently disqualified under the law of another state (whether pursuant to an order of a judge or a tribunal or otherwise) from being appointed or acting as a director or secretary of a body corporate or undertaking, that person is required by law to ensure that Form A1 or Form B10 is accompanied by a duly completed Form B74.

If there is a failure to file Form B74 where a person being appointed director on the Form A1 or Form B10 is disqualified abroad, or if the Form B74 is false or misleading in a material respect, that person is deemed to be subject to a disqualification order pursuanIf a person who is being appointed director of a company is a person who is currently disqualified under the law of another state (whether pursuant to an order of a judge or a tribunal or otherwise) from being appointed or acting as a director or secretary of a body corporate or undertaking, that person is required by law to ensure that Form A1 or Form B10 is accompanied by a duly completed Form B74.

If there is a failure to file Form B74 where a person being appointed director on the Form A1 or Form B10 is disqualified abroad, or if the Form B74 is false or misleading in a material respect, that person is deemed to be subject to a disqualification order pursuant to section 842 of the Companies Act 2014. The period of that deemed disqualification is the period then remaining unexpired of the foreign disqualification. Form B74a is filed where an already appointed director has been disqualified in a foreign jurisdiction.

Every company type with the exception of a Private Company Limited by Shares (LTD company) must have a minimum number of two directors.

A Private Company Limited by Shares (LTD company) incorporated under the Companies Act 2014 may have one director if it so chooses. A single director LTD company must have a separate secretary however.

Accordingly, Form B10 will be returned by the CRO to the presenter if the registration of the notified termination(s) of a directorship(s) would result in the company having less than the statutory minimum number of directors.

Where Form B10 notifies the CRO of the cessation of appointment of a secretary, a replacement secretary is required to be notified on the form, having regard to the statutory requirement that every company must have a secretary. Form B10 will be returned by the CRO to the presenter if the registration of the notified termination of the secretary’s appointment would result in the company having no secretary recorded, having regard to the statutory requirement per section 129 Companies Act 2014 that every company must have a secretary.

Where the termination of a directorship notified on Form B10 leaves the company without a European Economic Area (EEA) – resident director, the company should lodge either a Section 137 bond with the B10 or obtain a Section 140 certificate. For further information on the requirements to have at least one director resident in a member State, see Information Leaflet No. 17, Requirement to have EEA-Resident Director.

Please Note:
The UK left the European Union as of January 31st 2020, but with transitionary provisions that remained in place until 31st December 2020. Since this period elapsed, UK resident directors are required to comply with Section 137 of the Companies Act 2014, which requires companies to have an EEA-resident director.

If a company fails to lodge a Form B10 in respect of a person who has ceased to be a director/secretary of that company, there is a procedure whereby the former director/secretary can notify his/her own resignation to the CRO using a Form B69 through CORE.

A B69 can only be filed where the company has failed to file the B10. Please note that the Form B69 is not the document to be completed in order to resign a director/secretary. The Form B10 should be submitted using CORE. The Form B69 is only to be used in the circumstances where the company has failed to file the form B10.

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, as detailed in Section 152 of the Companies Act 2014.

The procedure you must follow
The procedure is as follows:

(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:
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.

Letter Templates
Exhibit A
An example of the first letter to be sent to the company regarding the resignation.
Exhibit A

Exhibit B
An example of the second letter that must be sent to the company regarding the resignation.
Exhibit B

Section 39 of the Companies Act 2014 allows a company to authorise any person to be a person entitled to bind the company. A Form B46 is filed to authorise or remove authorisation from such a person.

The authorisation continues until such time as the CRO is informed of the de-authorisation so it is important to file the form in a timely manner. The entitlement to bind the company is one that is not restricted to a particular transaction or class of transaction.