This article is for company directors in Ireland who are considering resigning or need to understand the resignation process.
If you're wondering how to properly resign as a director, what happens to your legal responsibilities after you leave, or how to protect yourself from ongoing liability, this guide covers the resignation process, filing requirements with the CRO, and how to handle personal guarantees and past liabilities.
Key Takeaways
Directors can resign by written notice without board approval, effective on the date specified in the letter.
Companies must file Form B10 within 14 days of resignation; directors can file B69 themselves if ignored.
Resignation doesn't release you from personal guarantees to banks or landlords—you must negotiate separate releases.
You remain liable for all actions during your directorship, including potential restriction orders if liquidation occurs within 12 months.
If you're the last EEA-resident director, notify the CRO within 14 days that a Section 137 bond is required.
Laura Ryan is a practising Barrister at the Bar of Ireland. She graduated from the Honourable Society of King’s Inns in 2024, having previously qualified and practised as a Chartered Accountant in a big four accounting firm.
Yes, you can resign at any time by providing written notice to the company. Your resignation becomes effective on the date you specify in your resignation letter, and it doesn't require board approval or formal acceptance from the company to be valid.
What do I need to include in my resignation letter?
Your resignation letter should include your full name and position, a clear statement that you're resigning, and the specific effective date. It's also good practice to confirm you have no outstanding claims against the company and that you've returned all company property and documents.
How quickly must the company notify the CRO after I resign?
The company must file Form B10 with the Companies Registration Office within 14 days of your resignation becoming effective. Missing this deadline is a Category 3 offence under the Companies Act 2014 and can result in penalties for the company.
What can I do if the company doesn't file my resignation with the CRO?
You can use the two-letter process to protect yourself. First, send a formal notice requesting the company file Form B10 within 21 days. If they still don't act after another 21 days, you can file Form B69 directly with the CRO yourself, attaching copies of both letters as proof.
Does my resignation release me from personal guarantees I've given?
No, resigning as a director doesn't automatically release you from personal guarantees you've provided to banks, landlords, or suppliers. These contractual obligations continue independently of your director status until the guaranteed party formally releases you or the obligations are fully discharged.
Am I still liable for things that happened while I was a director?
Yes, you remain fully liable for everything that occurred during your time as director, regardless of when issues come to light. If the company becomes insolvent within 12 months of your resignation, you can still face restriction orders if you didn't act responsibly and honestly during your tenure.
Can I resign if I'm the last remaining director?
No, you cannot effectively resign if your departure would leave the company without any directors. The company must appoint a new director before your resignation can take effect, or you remain legally responsible for the company's affairs.
What happens to my access to company records after I resign?
You lose your right to access company records, including board minutes and financial information, once you resign. Any information you need should be obtained before your resignation becomes effective, as former directors have no entitlement to company information unless they're also shareholders with specific statutory rights.
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