Change of Company Director or Secretary in Ireland Done Correctly, Done Fast

Reasons for Changing a Company Director or Secretary

Several scenarios may prompt a company to change its director or secretary. These include:

• Facebook
• X
• YouTube
• LinkedIn

What Changes Can We Handle for You?

Whether you are adding someone new or removing an existing officer, TAS Consulting manages the complete process for all of the following:

• Appointment of a new director: Adding a director to your Irish company
• Resignation of a director: Processing a director stepping down from their role
• Removal of a director: Where the board or members are removing a director from office
• Appointment of a new company secretary: Installing a new individual or corporate secretary
• Resignation of a company secretary: Processing a secretary leaving the role
• Change of director or secretary personal details: Name change, address change, or correction of registered details
• Change of director details at the CRO: Updating the public register to reflect any of the above

Each of these changes has specific legal steps, documentation requirements, and CRO filing obligations. A missed step or an incorrectly completed filing can leave your company non-compliant which is why having a professional handle it is always the better choice.

What Is Involved in Changing a Director or Secretary?

This is not simply a matter of filing a form. It is more than that and many companies find this out the hard way after submitting an incomplete or incorrect return.

Here is what a proper director or secretary change actually involves:

Step 1: Review the Company Constitution: Before any appointment or removal, the company constitution must be reviewed. It governs who has the authority to appoint directors, whether any shareholder has specific nomination rights, and whether there are any restrictions on the board’s power to make changes. Getting this wrong at the outset can invalidate the entire process.

Step 2: Board Resolution or General Meeting: For an appointment, the board of directors typically passes a resolution approving the new appointment and instructing the company secretary to proceed. For a removal under Section 146 of the Companies Act 2014, the members must pass an ordinary resolution at a general meeting with specific notice requirements that must be strictly followed.

For a resignation, the director submits a signed letter of resignation to the board, and the board notes this at a meeting.

Step 3: Personal Disclosures by Incoming Directors: A newly appointed director must make specific statutory disclosures including full name, date of birth, address, nationality, other directorships held in Irish companies, and details of any interests in shares or contracts with the company. These are recorded in the company’s statutory registers.

Step 4: Update the Statutory Registers: The company’s Register of Directors and Register of Secretaries must be updated immediately to reflect any change. These are statutory records that must be maintained accurately at all times.

Step 5: File Form B10 with the CRO: The change must be notified to the CRO using Form B10 within 14 days of the change taking effect. The B10 form records the appointment, resignation, or change of personal details of a director or secretary.

Step 6: Update Related Records and Third Parties: Depending on the circumstances, additional updates may be required including the company’s bank mandate, PAYE and Revenue registrations, headed paper and email signatures, and any contracts or agreements that reference a specific named director.

The 14-Day Rule Why You Cannot Afford to Delay

Under the Companies Act 2014, any change to a director or secretary must be notified to the CRO within 14 days of the change taking effect.

This is not a guideline it is a legal obligation. Failure to file within this window is a statutory default, and the company and its officers can face late filing penalties as a result. More seriously, a company that persistently fails to keep its CRO filings up to date risks enforcement action and, in extreme cases, strike-off.

When you engage TAS Consulting, we start work immediately and ensure your B10 is filed well within the 14-day window.

The Minimum Director and Secretary Requirements You Must Maintain

Before making any change to your board or secretarial function, it is essential to understand the minimum requirements your Irish company must maintain at all times:

• Every Irish private limited company (LTD) must have a minimum of one director
• At least one director must be ordinarily resident in an EEA country, or a Section 137 Bond must be in place
• Every Irish company must have a company secretary at all times this is a separate individual from a sole director
• The company secretary must be capable of performing the duties of the role if it is a corporate body, it must be properly constituted
• A sole director cannot also be the company secretary

If a proposed change would bring your company below any of these thresholds, it cannot proceed until a replacement is in place. TAS Consulting will flag this before any filing is made.

Director Removal What the Law Says

Removing a director from office is a more complex process than most companies realise. Under Section 146 of the Companies Act 2014, a director may be removed by an ordinary resolution of the members but strict procedural rules apply:

• Special notice of 28 days must be given to the company before the resolution is proposed
• The director being removed has the right to make written representations to the members before the meeting
• The director has the right to be heard at the general meeting where the resolution is considered
• The resolution must be passed by a simple majority of members voting

Getting this process wrong even by missing a notice requirement can expose the company to a legal challenge by the removed director. Legal advice should always be obtained before proceeding with a contested removal. TAS Consulting will advise on the correct process and coordinate with your legal advisors where required.

What’s Included in TAS Consulting’s Director and Secretary Change Service

When you instruct us to handle a director or secretary change, here is what you receive as standard:

• Review of your company constitution to confirm the correct procedure
• Preparation of the required board resolution or general meeting notice and minutes
• Preparation of any resignation letter templates required
• Collection and recording of all statutory disclosures from incoming directors
• Update of your company’s statutory Register of Directors or Register of Secretaries
• Preparation and filing of Form B10 with the CRO within the 14-day deadline
• Confirmation of successful CRO registration once processed
• Guidance on any related updates needed (bank mandate, Revenue, headed paper)
• Advice on maintaining the EEA director requirement where relevant

Why Get This Done Professionally?

Some directors assume they can file a B10 themselves through the CRO’s online portal. Technically, they can. But the filing is only one part of the process and it is often the easiest part.

The parts that cause problems are those that happen before the B10 is filed: reviewing the constitution, passing the correct resolution, collecting proper disclosures, updating statutory registers, and ensuring the minimum director and secretary requirements are still satisfied after the change.

Companies that handle this informally without proper documentation, without the correct resolutions, without updating their statutory registers leave themselves exposed. A company’s statutory registers are legal documents. If they do not accurately reflect the company’s actual officers at any given time, that is a compliance failure that can create real problems in the future particularly during due diligence on a share sale, property transaction, or financing event.

Doing it correctly the first time costs less than correcting it later.

Frequently Asked Questions