Change of Directors
/tʃeɪndʒ əv daɪˈrɛktərz/
Learn about Change of Directors, the statutory process for updating your company's director information with the CRO to maintain compliance and accurate public records.
Learn about Change of Directors, the statutory process for updating your company's director information with the CRO to maintain compliance and accurate public records.
A Change of Directors refers to the statutory process of updating your company's director information at the Companies Registration Office. Every Irish limited company must maintain accurate records of its directors, who are legally responsible for the company's management and compliance. When there is any change to this roster, whether appointing a new director or accepting a resignation, you must notify the CRO within the legally prescribed timeframe.
This process is not merely administrative paperwork—it carries significant legal implications. Directors assume fiduciary duties, including acting in the company's best interests, avoiding conflicts of interest, and ensuring compliance with company law. When you appoint a new director through a Change of Directors, you are formally transferring these legal responsibilities to that individual. Similarly, when a director resigns, they are released from these duties, and the company must document this change properly.
Failing to file a Change of Directors can result in serious consequences. The CRO considers all directors listed on its register as currently serving, regardless of any private agreements or resignations. This means a resigned director could still be held legally accountable for company actions occurring after their departure if the change was not properly filed.
To file a Change of Directors, you must submit Form B10 to the Companies Registration Office through the CORE online portal. This form captures essential details about the director change, including the effective date of the appointment or resignation, the director's personal details, and the director's consent to act.
For new appointments, you need to provide the director's full name, residential address, date of birth, nationality, occupation, and whether they hold any directorships in other companies. You also need to confirm that the director meets the eligibility criteria, such as being at least 18 years old and not being disqualified from acting as a director.
The submission must be accompanied by the appropriate fee, and it's crucial to ensure all information matches the supporting documentation exactly. Any discrepancies can cause delays or rejection of the filing. Most filings are processed within 5-10 working days, after which the change appears on the public register.
Failing to file a Change of Directors creates several legal and practical problems. First, from a compliance perspective, you violate the Companies Act 2014, which could result in fines for both the company and its officers. The Corporate Enforcement Authority takes director compliance seriously and may pursue enforcement actions for persistent non-compliance.
Practically, inaccurate director records affect your company's credibility. Suppliers, customers, and financial institutions check the CRO register when assessing business relationships. If your listed directors don't match who actually manages the company, it raises red flags about your corporate governance.
Most significantly, a director who has resigned but remains on the register could still be held personally liable for company debts or regulatory breaches that occur after their departure. They may also face difficulties serving as a director elsewhere if they appear to be exceeding the permitted number of directorships.
When appointing a new director through a Change of Directors, you must ensure the individual meets all legal requirements. They must be at least 18 years old, not be an undischarged bankrupt, and not be disqualified from acting as a director by a court order. Certain professions, such as solicitors or accountants, may have additional restrictions regarding the number of directorships they can hold.
The new director must provide written consent to act, which should be kept with your company's statutory records. This consent confirms they understand their legal responsibilities and agree to serve. You should also conduct basic due diligence to ensure there are no conflicts of interest that could compromise their ability to act in the company's best interests.
Before filing the Change of Directors, hold a board meeting or pass a written resolution to formally approve the appointment. Document this decision in your company minutes, as this provides evidence of proper governance procedures should questions arise later.
When you complete a Change of Directors, you must notify your bank immediately. Most company bank accounts require at least one authorised signatory to be a current director. If you remove a director who was a signatory on the account, the bank will need updated mandate documents reflecting the new authority structure.
Similarly, if you appoint a new director whom you want to have banking authority, you'll need to provide the bank with their identification documents and a copy of the board resolution approving their appointment. This process ensures that only authorised individuals can access company funds, protecting against unauthorised transactions.
The key distinction lies in who initiates the Change of Directors. A resignation occurs when a director voluntarily steps down, typically by submitting a written resignation letter to the company secretary. The director initiates the process, and the company must accept the resignation and file the appropriate forms.
Removal occurs when the company decides to terminate a director's appointment, usually through a shareholders' resolution or according to provisions in the company's articles of association. This process is more complex and may involve specific notice periods or voting requirements. Regardless of how the change occurs, the same Form B10 must be filed with the CRO to update the public record.
Yes, a director can resign with immediate effect by submitting a written resignation to the company secretary. However, the resignation only takes legal effect when the company receives the written notice. Once received, the company must file Form B10 within 14 days to notify the CRO of the change.
It's important to note that even after resignation, a director remains liable for any breaches of duty that occurred during their tenure. They also have ongoing obligations regarding company records and cooperation with their successor. For this reason, many resignation letters include provisions for an orderly handover of responsibilities.
A Change of Directors often occurs alongside other corporate changes that require CRO notification. For example, if you're also moving your company's address, you would need to file both a Form B10 for the director change and a Form B2 for the address change.
Similarly, if you're raising equity financing and bringing on investor directors, you'll need to update both your share register and director information. These interrelated filings highlight why maintaining accurate company records requires coordinated attention to multiple compliance requirements.
After completing a Change of Directors, retain several key documents in your company's statutory records. These include the director's written consent to act (for appointments), the resignation letter (for resignations), the board meeting minutes or written resolution approving the change, and a copy of the filed Form B10 with the CRO receipt.
You should also update your register of directors, which is a mandatory statutory document that must be kept at your registered office. This register should contain details of all current and former directors, including their appointment and cessation dates. Keeping these documents organised helps demonstrate good corporate governance during audits or due diligence processes.
