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This guide is for company directors, business owners, and company secretaries who need to change the officer structure of an Irish company whether appointing a new director, processing a resignation, removing a director, or updating secretary details at the CRO.
It is equally useful for accountants and company formation agents who handle these changes on behalf of clients. If you want to understand what the law actually requires not just the CRO filing, but every step before and after it this guide gives you the full picture.
In this guide, you’ll find:
The legal framework governing director and secretary changes under the Companies Act 2014
Step-by-step guidance on appointments, resignations, removals, and AGM retirements
A full breakdown of Form B10 what it covers, how to file it, and the 14-day deadline
The minimum director and secretary requirements every Irish company must maintain
The eight principal duties every incoming director must understand before accepting appointment
The most common mistakes companies make with officer changes and how to avoid them
Key Takeaways
Form B10 must be filed with the CRO within 14 days of any director or secretary change this is a legal obligation, not a guideline
A correct officer change requires a constitutional review, board resolution, statutory disclosures, and register updates the B10 filing is the final step, not the whole process
At least one EEA-resident director must remain in place after any change, or a Section 137 Bond must be in place this must be checked before any filing is made
Removing a director requires 28 days special notice and the director’s right to be heard getting this wrong can invalidate the entire process
A sole director cannot also serve as company secretary under Irish company law
Why Getting Officer Changes Right Matters More Than You Think
The departure or arrival of a director or secretary is one of the most routine events in the life of a company. It happens in every business, at every stage of growth. And yet it is also one of the most commonly mishandled compliance processes that companies go through.
Many companies treat a director or secretary change as a simple administrative task fill in a form, submit it to the CRO, move on. In practice, the CRO filing is the last step in a process that involves reviewing your company constitution, passing the correct resolution, collecting statutory disclosures, updating statutory registers, and in some cases coordinating with banks, Revenue, and other third parties.
When those earlier steps are missed or done incorrectly, the consequences can range from minor inconvenience to significant legal exposure particularly if the issue surfaces during a due diligence process, a property transaction, or a Revenue audit years later.
This guide walks you through the complete process for every type of director and secretary change, explains the law that applies, and helps you understand exactly what is required to do this correctly.
What the Companies Act 2014 Says
Director and secretary changes in Irish companies are governed primarily by the Companies Act 2014 the most significant overhaul of Irish company law in decades, which consolidated and modernised the previous framework into a single piece of legislation.
Key provisions relevant to director and secretary changes include:
Section 128: Sets out the requirement for every Irish company to maintain a Register of Directors and a Register of Secretaries, including specific details for each officer.
Section 149: Requires that any change in the officers of a company must be notified to the Registrar of Companies (CRO) within 14 days of the change taking effect, using the prescribed Form B10.
Section 146: Governs the removal of a director by the members, including the special notice procedure and the director’s right to make representations and be heard at the general meeting.
Section 148: Sets out the various circumstances in which a director ceases to hold office, including resignation, retirement, disqualification, and death.
Section 137: Governs the requirement for at least one EEA-resident director, and the Section 137 Bond mechanism available to companies where no EEA-resident director exists.
Understanding which sections apply to your specific situation is part of the reason why professional guidance is valuable the rules are not always as straightforward as they first appear.
The Four Types of Director Change
1. Appointment of a New Director
Appointing a new director is the most common and most straightforward type of officer change. The authority to appoint is typically vested in the board of directors, who can fill a casual vacancy without requiring a general meeting unless the constitution says otherwise.
The correct process is:
First, review the company constitution. Check whether any shareholder has a specific right to nominate directors, whether there is a maximum number of directors, and whether any other conditions apply to new appointments. Proceeding without this review is a common mistake that can lead to an invalid appointment.
Second, hold a board meeting at which the new director’s appointment is formally approved. The board resolution should record the name and date of birth of the new director, the date of appointment, and instruct the company secretary to take the necessary steps to notify the CRO.
Third, collect statutory disclosures from the incoming director. These include full name, date of birth, residential address, nationality, occupation, and details of any other directorships in Irish companies. The new director must also disclose any interests in the company’s shares or contracts with the company.
Fourth, update the Register of Directors. The statutory register must be updated immediately to reflect the new appointment, including all the details disclosed by the incoming director.
Fifth, file Form B10 with the CRO. This must be done within 14 days of the appointment taking effect.
Sixth, attend to related updates. The bank mandate, any Revenue registrations that reference named directors, headed paper, email signatures, and any contracts should be updated to reflect the new appointment.
If the incoming director is not resident in an EEA country and does not have an Irish PPS number, they will need to obtain a Verification of Identity Number (VIN) from the CRO before the B10 can be filed.
A director may resign at any time by giving written notice of their intention to resign. The resignation is typically effective from the date specified in the resignation letter, or from the date it is received by the company if no specific date is given.
The correct process is:
The resigning director signs a formal letter of resignation addressed to the board. The board meets and formally notes the resignation. The company secretary is instructed to update the statutory registers and file the B10.
Before a resignation is processed, it is critical to confirm that the company will still satisfy its minimum director requirements after the resignation takes effect. Specifically:
The company must retain at least one director
At least one remaining director must be ordinarily resident in an EEA country, or a Section 137 Bond must be in place
If the resigning director is the sole EEA-resident director and no bond is in place, the resignation cannot take effect until a replacement EEA-resident director is appointed or a bond is purchased. Failing to identify this issue in advance can create a compliance gap that is expensive and time-consuming to resolve.
Removal of a Director
Removing a director from office against their wishes is the most legally complex type of officer change, and the one most likely to go wrong if not handled correctly.
Under Section 146 of the Companies Act 2014, the members of a company have the power to remove a director by passing an ordinary resolution at a general meeting. However, the procedure contains several mandatory steps that must be strictly observed.
Special Notice Requirement
Before the resolution to remove a director can be proposed at a general meeting, the member or members proposing the removal must give special notice of their intention to the company. Special notice must be given at least 28 days before the meeting at which the resolution is to be proposed.
On receipt of special notice, the company is obliged to send a copy of the notice to the director concerned.
The Director’s Right to Make Representations
The director proposed for removal has the right to make written representations to the company, explaining their position. The company must circulate those representations to all members entitled to receive notice of the general meeting unless the court directs otherwise on the grounds that the right is being abused.
The Director’s Right to be Heard
The director also has the right to be heard at the general meeting at which the resolution is to be proposed. They must be given the opportunity to address the members before the vote is taken.
The Resolution
The resolution to remove the director is an ordinary resolution a simple majority of votes cast at the general meeting. Once passed, the removal takes effect from the date of the resolution.
After Removal
Once the director has been removed, the board meets to note the removal, the statutory registers are updated, and a B10 is filed with the CRO within 14 days.
Legal advice should always be obtained before embarking on a contested director removal. The procedural requirements are strict, and a failure to follow them correctly particularly around the special notice period and the director’s rights can expose the company to a legal challenge.
Retirement at AGM
If a company’s constitution contains provisions for retirement by rotation, typically one third of the directors who have been longest in office will retire at each AGM and may offer themselves for re-election.
The members vote on whether to re-appoint the retiring directors. If a director retires and is not re-elected, they cease to hold office from the conclusion of the AGM. The statutory registers must be updated and a B10 filed within 14 days.
Changes to the Company Secretary How They Work
Appointing a New Company Secretary
The appointment of a company secretary is typically a matter for the board of directors. A board resolution is passed approving the appointment, and the company secretary (or incoming secretary, if it is a corporate body) is instructed to file the B10.
The new company secretary must be capable of performing the duties of the role. For a corporate secretary, the body must be properly constituted and authorised to act.
Resignation of the Company Secretary
A company secretary may resign by giving written notice. Unlike director resignations, there is no EEA residency requirement for secretaries but the company must not be without a secretary at any point. If the outgoing secretary is resigning, a replacement should be in place before the resignation takes effect, or the two changes should be processed simultaneously.
The Sole Director Cannot Be the Company Secretary
This is a requirement that catches many small companies by surprise. Under the Companies Act 2014, where a company has only one director, that director may not also serve as the company secretary. A separate person or entity must be appointed to the secretarial role. TAS Consulting provides professional company secretarial services for companies in this position.
Form B10 Everything You Need to Know
Form B10 is the prescribed CRO form for notifying changes in the officers of an Irish company. It covers:
Appointment of a director or secretary
Resignation or cessation of a director or secretary
Change of personal details of an existing director or secretary (name, address, date of birth)
Filing Deadline
Form B10 must be filed with the CRO within 14 days of the change taking effect. This is a statutory requirement under Section 149 of the Companies Act 2014. Late filings attract penalties.
What Information Is Required on the B10
For an appointment, the B10 requires the incoming officer’s full name, date of birth, residential address, nationality, occupation, and consent to act. For a resignation or cessation, the B10 records the officer’s name, the date the change took effect, and the reason (resignation, removal, or other).
How to File
The B10 can be filed electronically through the CRO’s CORE (Companies Online Registration Environment) platform, or in paper form. Electronic filing is generally faster and is the standard approach for professional company formation and secretarial services firms.
CRO Processing Time
Routine B10 filings are typically processed by the CRO within three to five business days of submission. Once processed, the change is reflected on the public CRO register.
The EEA Director Requirement A Critical Compliance Point
Every Irish private limited company must have at least one director who is ordinarily resident in an EEA member state. This requirement exists under Section 137 of the Companies Act 2014.
Since Brexit, UK residents are no longer EEA residents for this purpose. A company whose sole EEA-resident director resigns or is removed without a replacement being appointed falls into non-compliance immediately.
If you are processing a director change that will affect your company’s EEA director position, this must be identified and addressed before any filing is made. Your options are:
Appoint a new EEA-resident director concurrently with the departure
Arrange a Section 137 Bond an insurance bond of approximately €25,000 for a two-year period, registered with the CRO which exempts the company from the EEA residency requirement for the bond period
TAS Consulting reviews the EEA director position as part of every director change we handle.
Director Duties What New Directors Need to Understand
Accepting an appointment as a director of an Irish company is not a formality. Directors of Irish companies carry significant legal duties and personal obligations under the Companies Act 2014. Every incoming director should understand these before accepting appointment.
The Eight Principal Duties of an Irish Company Director
The Companies Act 2014 codified the principal fiduciary duties of directors in Irish company law for the first time. These eight duties are:
1. To act in good faith in what the director considers to be the interests of the company: A director must always act in the interests of the company as a whole not in their own personal interest, and not solely in the interests of the shareholders who appointed them.
2. To act honestly and responsibly in relation to the conduct of the affairs of the company: This extends beyond specific transactions and requires a general standard of integrity across all of the director’s conduct.
3. To act in accordance with the company’s constitution and to exercise powers for lawful purposes only: Directors cannot use their powers for purposes other than those for which those powers were granted.
4. Not to misuse the company’s property, information, or opportunities: Directors must not divert company assets or opportunities to themselves or others for personal benefit.
5. Not to agree to restrict the director’s power to exercise an independent judgment, unless permitted by the Companies Act or the constitution: Directors must remain free to form and exercise their own independent view on board decisions.
6. To avoid any conflict between the director’s duties to the company and their other interests, unless the director is released from this duty by the other shareholders: Conflicts of interest must be disclosed and managed transparently.
7. To exercise the care, skill, and diligence of a reasonably diligent person with the general knowledge, skill, and experience of that director: This is an objective standard applied to the director’s specific qualifications and experience.
8. To have regard to the interests of the company’s employees in general: Directors must consider the impact of their decisions on the company’s employees, not just its shareholders.
In addition to these duties, directors of Irish companies must comply with specific obligations around financial reporting, maintenance of adequate accounting records, filing of annual returns, and tax compliance.
An incoming director should take time to understand these duties before accepting appointment not as a formality, but as a genuine personal commitment. The consequences of a breach of director duties can include personal liability, disqualification, and criminal prosecution in serious cases.
Director Disqualification and Restriction in Ireland
The Companies Act 2014 contains provisions for the disqualification and restriction of directors who have been found to have acted improperly or irresponsibly in the conduct of a company’s affairs.
Disqualification
A director may be disqualified from acting as a director of any Irish company for a specified period typically five years or more by order of the High Court. Disqualification can follow from convictions for fraud, theft, or other dishonesty offences, from persistent failure to comply with company law obligations, or from conduct that makes a person unfit to be concerned in the management of a company.
Disqualified persons are prohibited from acting as a director or secretary, or from being involved in the promotion, formation, or management of any Irish company.
Restriction
Restriction is a less severe consequence than disqualification. A restricted director can still act as a director, but only in a company that meets specific minimum capital requirements typically €500,000 (public company) or €100,000 (private company) in allotted and paid-up share capital.
A director may be restricted following the insolvent liquidation of a company if the court finds they did not act honestly and responsibly in relation to the company’s affairs.
Companies are required to check the CRO’s disqualification and restriction register before appointing any new director to ensure they are eligible to act.
What Happens When a Change Is Not Filed The Risks of Non-Compliance
Many companies underestimate the practical consequences of failing to keep their CRO director and secretary records up to date. Here is what can go wrong:
Late Filing Penalties
A failure to file Form B10 within 14 days of a change is a statutory default. Both the company and any officer responsible for the default can be subject to a daily fine for each day the default continues after the 14-day period expires.
Inaccurate Public Register
The CRO register is a public record. Third parties banks, clients, investors, due diligence advisors use it to verify who is authorised to act on behalf of a company. If the register is out of date, it can cause significant practical problems in transactions, particularly where a former director’s name remains on the register after they have left the company.
Due Diligence Failures
During the sale of a business, a property transaction, or a financing event, a thorough due diligence review will examine a company’s statutory compliance record. Gaps in CRO filings missing B10s, outdated register entries are red flags that can delay or complicate a transaction and in some cases affect valuations.
Revenue and Banking Issues
Revenue and banks may rely on CRO records to verify the authority of individuals acting on behalf of a company. Where those records are inaccurate, problems can arise in the processing of tax matters, the operation of bank accounts, and the execution of financial documents.
Personal Liability for Directors
Directors who knowingly permit a company to operate in a state of statutory non-compliance can face personal liability. Where a company is wound up and found to have been persistently non-compliant, this can be a factor in any restriction or disqualification proceedings against the directors.
Changes Proposed for Irish Company Officers in 2026
Irish company law continues to evolve. Proposed reforms to the Companies Act, which have been under discussion and development in 2025 and 2026, are expected to bring several changes relevant to company officers.
Among the changes proposed or anticipated:
Streamlined electronic filing processes for officer changes through the CRO’s CORE platform
Revised identity verification requirements for non-resident directors, with a view to modernising the VIN process
Enhanced obligations around maintaining up-to-date officer records, with stronger enforcement mechanisms for persistent non-compliance
Proposals to address specific director conduct issues identified during the Covid-19 period and its aftermath
TAS Consulting monitors all developments in Irish company law and updates our processes and client guidance accordingly. If you want to be notified of changes that affect your company’s compliance obligations, get in touch and we will add you to our regulatory update list.
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Companies Make with Director and Secretary Changes
Assuming the B10 filing is all that is needed: The B10 is the final step in a process, not the complete process. Companies that file the B10 without passing the correct resolution, collecting proper disclosures, or updating their statutory registers are partially compliant at best.
Missing the 14-day filing deadline: Companies that treat the director change as informal announcing a departure at a board meeting but not instructing anyone to file the B10 often find themselves outside the 14-day window before anyone notices.
Not reviewing the constitution before making an appointment: If the constitution limits the board’s power to appoint directors, or gives a specific shareholder a nomination right, an appointment made without observing those provisions can be invalid.
Allowing a sole director to also be the company secretary: This is not permitted under the Companies Act 2014. Companies that discover this after the fact often during a due diligence process face a retrospective compliance exercise to correct it.
Not checking the disqualification and restriction register before appointing a new director: Appointing a disqualified or restricted director is a serious compliance failure.
Failing to maintain EEA director compliance: As noted above, processing a director change without checking whether the EEA director requirement will still be satisfied after the change is a common and potentially serious error.
Get Officer Changes Right from the Start
Changing a director or secretary is a routine part of running an Irish company. But routine does not mean simple, and simple does not mean unimportant. The legal obligations that attach to these changes the 14-day filing deadline, the constitutional review, the statutory disclosures, the EEA director requirement exist for good reason, and the consequences of ignoring them can be significant.
The most cost-effective approach is always to handle these changes correctly the first time. That means using a professional who knows the process, understands the law, and takes responsibility for getting every step right from the board resolution to the CRO confirmation.
TAS Consulting handles director and secretary changes for Irish companies of all sizes, across all sectors. We take care of the complete process so you can focus on running your business.
Ready to Make a Change? Talk to TAS Consulting Today.
Whether you are appointing a new director, processing a resignation, updating secretary details, or navigating a more complex removal, TAS Consulting manages the full process quickly, correctly, and with full CRO compliance.
