This article is for company directors in Ireland who are considering resigning or need to understand the resignation process.
If you're wondering whether you can resign immediately, what paperwork is required, or what happens to your legal responsibilities after you leave, this guide covers the resignation requirements, ongoing liabilities, and critical issues like resigning as a sole director.
Key Takeaways
• Directors can resign immediately without notice by sending written confirmation to the company's registered office. • Companies must file Form B10 with the CRO within 14 days of resignation or face penalties starting at €100. • If you're the sole director, appoint a replacement before resigning to avoid leaving the company unable to operate. • Resignation doesn't eliminate liability for decisions made during your tenure as director, even years later. • Service contracts may require notice periods separate from director resignation, potentially creating breach of contract claims.
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.
Can I resign as a director immediately without giving notice?
Yes, you can resign as a director immediately without any advance notice period. However, if you also have an employment contract with the company, that contract may require a notice period that you'll still need to honor even after resigning as director.
How do I formally resign as a director?
You must provide written notice to the company's registered office stating clearly that you're resigning as a director and specifying the effective date. Email to the registered office is acceptable, though registered post provides proof of delivery, and verbal resignations are not valid.
What happens if I'm the only director and I resign?
This creates a serious legal problem because every Irish company must have at least one director. The company cannot hold meetings, sign contracts, or make decisions without a director, so you should appoint a replacement before your resignation takes effect or shareholders will need to call a general meeting to appoint someone new.
What must the company do after I resign as director?
The company must file Form B10 with the Companies Registration Office within 14 days of your resignation or face automatic penalties starting at €100. They must also update the statutory Register of Directors immediately and notify banks, Revenue, and other institutions where you had signing authority.
Will I still be liable for decisions I made as a director after I resign?
Yes, you remain liable for actions and decisions you made during your time as director even after resignation. If you approved decisions that later prove to be breaches of duty, claims can be brought against you as a former director for those actions.
What's the difference between resigning as a director and terminating my employment?
Resigning as a director can be immediate and doesn't automatically terminate your employment contract. If you have a service contract requiring three months' notice, resigning as director immediately may breach that employment contract and the company could claim damages.
Do I need to hand over documents and information when I resign?
While not legally required, good practice requires you to provide proper handover including access to records, explanation of ongoing matters, and identification of urgent issues. Failure to provide adequate handover may constitute breach of duty if it causes harm to the company.
When should I get professional advice before resigning as a director?
You should seek legal advice if you're the sole director without a succession plan, resigning during financial difficulties or litigation, involved in disputes with other directors, have dual director-employee roles with different notice periods, or face regulatory investigations.
