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How to Resign as Director or Secretary of Irish Ltd

resignation as company director

Are you the Director or Secretary of a company in Ireland who doesn’t wish to carry any legal responsibilities or duties and take risks related to the position of a company director or secretary? Removing oneself as a director or secretary from an Irish company involves following specific procedures and submitting the relevant documents to the Companies Registration Office (CRO) in Ireland. 

In this blog post, Chern & Co experts surface how to resign as a director or secretary of a company. While seemingly straightforward, this process requires specific steps and due diligence to step out of the role of a company director or secretary in compliance with Irish legislation. 

Please note that forceful resignation from the role of a company director or secretary is illegal because it breaks your legal duty to act in the best interests of a company.

Generally, it takes two resignation letters to resign as a company director or secretary. The following steps will help you step out of these roles in compliance with Irish legislation. 

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Step 1: Consult the Company’s Constitution

The company’s constitutionl typically outlines the procedures for the appointment, removal, and resignation of directors. Familiarise yourself with any specific requirements or conditions before proceeding.

Step 2: Tender Your Resignation

The most straightforward way to remove yourself as a director is by resigning. Submit a written letter of resignation to the company’s registered office. The letter should specify the effective date of your resignation and any other pertinent details.

Step 3: Notify the Companies Registration Office (CRO)

Once you decide to resign as company director or secretary, the company has 15 days to notify the CRO by filing a B10 form. However, to ensure that the CRO is informed of your decision, you may also want to submit a copy of your resignation letter directly to the CRO on your own.

If you need assistance resigning as a company director or secretary in Ireland, contact Chern & Co. Our experts will help you ensure a smooth transition so you don’t have to worry about dealing with CRO alone.

Step 4: Settle any Outstanding Liabilities

If you have personal guarantees or other liabilities linked to the company, it’s crucial to address them before your departure. This might involve negotiations with creditors or transferring responsibilities to other directors.

Step 5: Hold a Board Meeting or General Meeting

Under the Companies Act 2014, Holding a board meeting or a general meeting is necessary to accept and acknowledge your resignation. Document the minutes of the meeting and ensure they reflect the details and reasons for your departure.

Step 6: Consult Legal and Financial Advisors

The process of resignation from the role of a company secretary or director can have legal, financial, and tax implications. Engage with professionals to understand all potential ramifications, especially if you have disputes or disagreements with other company stakeholders.

Step 7: Transition Responsibly

You’re responsible for a smooth transition as part of your directorial duties. This might involve training a successor, handing over critical documents, or clarifying unfinished business. Remember that under Companies Act 2014, each company must have at least one director and a secretary. 

Step 8: Stay Informed

Regularly check the CRO’s online database after your resignation to confirm that your name has been officially removed from the company’s listing as a director. This step ensures you’re no longer legally responsible for the company’s activities after departure.

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