Director Resignation | How can I Properly Resign as a Company Director?

Q: Do I remain legally responsible after resigning as a director?

Once your resignation is properly recorded with the CRO, your obligations as a director generally cease from that date forward . However, you may still be held accountable for any actions or decisions taken while you were a director . This is why it is essential to ensure your resignation has been formally processed and reflected on the CRO register, as delays or failures to file can expose you to ongoing legal responsibility.

By Sinead Floody, 12th January 2017 (Updated 9th September 2020)

”I am listed as a director of a company I am no longer involved in – How can I properly resign as a company director?”

This is a question that we get asked by clients from time to time. Director resignations are sometimes a simple matter of filing a couple of forms, but other times, it is not so straightforward. It’s an important question, as being a director of a company carries a lot of legal responsibility.

So, What is the Procedure to Resign?

If a director of an Irish company wishes to resign from his/her position on the board, the director must send a director resignation letter to the company, notifying the company of his/her intention to resign. Sometimes the company will prepare this letter and include a clause stating that the director has no past or present claims against the company. The company must then make the required filings with the Companies Registration Office (CRO) within 14 days of the letter of resignation. It is important to note that all companies, with the exception of the Private Limited Company (LTD) model, must have a minimum of two directors at any given time. The LTD company can have just one director, who must be a separate person from that of the secretary (can be a person or company). It is not uncommon for the company’s constitution to state that individuals can resign as a company director by presenting his/her resignation in writing to the company.

What Should I Do if the Company has Failed to File my Director Resignation with the CRO?

Section 152 of the Companies Act 2014 states that if the company fails to make the necessary filings with the CRO to give effect to the resignation of the director, the director can serve notice on the company requesting the company to resign him/her from office. This notice gives the company 21 days to file the required forms for the resignation. If the company still does not file the required forms with the CRO, the director can apply to the CRO themselves, submitting proof of the letter of resignation (Letter A) and the notice of request for removal (Letter B) along with the required statutory forms, to forcibly remove themselves from the company. This is considered a method of “last resort” and also applies to a person who wishes to resign from the office of the company secretary.

The Importance of Updating the CRO Register

Section 227 and 228 of the Companies Act 2014 state that directors of Irish companies have serious duties and responsibilities that they owe to the company while appointed as a director. It is for this reason that it is imperative that the CRO’s register is updated when a director resigns. The resigning director must make sure that this has been done in accordance with the Companies Act 2014 by the steps laid out above.

Company Bureau can assist you to Change Company Director or Secretary. For more information on our services or to proceed with director resignations, please complete our Contact Form or call (0)1 6461625, a member of our Company Secretarial department would be happy to assist you.

Disclaimer This article is for guidance purposes only. It does not constitute legal or professional advice. No liability is accepted by Company Bureau for any action taken or not taken in reliance on the information set out in this article. Professional or legal advice should be obtained before taking or refraining from any action as a result of this article. Any and all information is subject to change.

FAQ's

Do I remain legally responsible after resigning as a director?

Once your resignation is properly recorded with the CRO, your obligations as a director generally cease from that date forward. However, you may still be held accountable for any actions or decisions taken while you were a director. This is why it is essential to ensure your resignation has been formally processed and reflected on the CRO register, as delays or failures to file can expose you to ongoing legal responsibility.

Can I resign as a sole director of a company?

Resigning as a sole director can be more complex, as Irish company law generally requires at least one director to remain in place (depending on the company type). For LTD companies, a minimum of one director must remain, while other company types may require two. Before resigning, you should ensure that a replacement director has been appointed to avoid breaching compliance requirements or delaying your resignation.

What documents are required to process a director's resignation?

The quorum for an AGM is the minimum number of members required to validly conduct the meeting and is usually set out in the company’s constitution. In many multi‑member companies, there are two members present in person or by proxy. Where permitted by the constitution, members attending electronically or by proxy may be counted towards quorum.

Can a company secretary resign using the same process?

Yes, the process for resigning as a company secretary is similar to that of a director. The secretary must submit a written resignation to the company, and the company is responsible for filing the relevant B10 form with the CRO. However, it is important to note that every company in Ireland must have a company secretary. If the secretary resigns, the company cannot simply remove them without appointing a replacement. The B10 form submitted to the CRO must detail the outgoing secretary's departure and the incoming secretary's appointment.

How can I remove myself as a company director if my resignation is ignored?

If you have submitted a letter of resignation to the company and no action is taken within 14 days, you should send a second notice (Letter B). If the company still fails to act, you may file a Form B69 with the Companies Registration Office (CRO) after 21 days have elapsed. When submitting Form B69, you must provide copies of both letters sent to the company, and the required notice periods must have passed before the CRO can process the application.

Does a company’s constitution need to allow virtual AGMs?

Yes. While legislation permits virtual and hybrid AGMs, companies must ensure their constitutions authorise this format. If it does not, the constitution must be amended by special resolution before a virtual AGM can be validly held.