The Great Escape — How to remove yourself as an officer of a company

The Companies Act 2014 (“the Act”) defines an “Officer” as a director or secretary of a company.  Under section 149(8) of the Act a company must inform the Companies Registration Office (“the CRO”) of any changes among its Officers, or any change in any of the particulars relating to an Officer contained in the company register, within 14 days. This duty is discharged when the company submits a form B10 to the CRO.

If an Officer resigns their position in a company, and the company fails to file a form B10, then the resignation will not be recognised by the CRO. The resignation of an Officer is not formally registered until the CRO records are amended.  What this means is that an Officer who has resigned from a company may still be held liable for the company’s actions, if the resignation is not registered with the CRO.  If an Officer resigns, and the company fails to file a form B10, then the responsibility lies with the Officer to notify the CRO of their resignation.

So, what do you do when you’ve resigned as an Officer of a company and the company fails to register your resignation? Fortunately there is a mechanism under section 152 of the Act which allows an Officer to register their own resignation in the face of a continuing failure on the part of a company to comply with its obligation under section 149(8).

The first step in the process occurs at the time of the Officer’s resignation. When you resign as an Officer of a company you must submit a letter of resignation, addressed to the directors of the company at the registered office of the company in the prescribed format set out by the CRO. You should always keep a signed and dated copy of your letter of resignation for your own records.

Fifteen days after you have resigned from the company you should check the CRO’s records to see if you are still registered as an Officer of the company and whether the company has filed a form B10 since the date of your resignation or not.

If no action has been taken by the company then you must issued a second letter to the company (“the Notice”), in the prescribed format, advising the company that if they do not file a form B10 within twenty-one days then you will take further action.  The Notice should be sent to every individual who you know to be an Officer of the company.  The company is now officially on notice of your resignation, and your demand to have your resignation registered in the CRO.

If you have not been removed as an Officer of the company on the twenty-second day after issuing the Notice, then you must submit a form B69 to the CRO.  The CRO will seek proof of a continuing failure, despite demand on the part of the company to file a form B10. The letter of resignation and the Notice form the required proof, and must be submitted to the CRO with the form B69.

Once the form B69 has been filed, the CRO will remove you as an Officer of the company, and you will cease to have any responsibility for the actions of the company.

Who must be registered as an Officer in the CRO?

The Companies Act 2014 defines an “Officer” as a director or secretary of a company.  A company must, within 14 days, inform the CRO of any changes among its Officers, or any change in any of the particulars relating to an Officer.  This duty is discharged when the company submits a form B10 to the CRO.

What do I do if the company will not file a form B10?

If an Officer resigns their position in a company, and the company fails to file a form B10, then the resignation will not be recognised by the CRO.  The resignation of an Officer is not formally registered until the CRO records are amended.

Fortunately there is a mechanism which allows an Officer to register their own resignation with the CRO in the face of a continuing failure on the part of a company to do so.

What you should do?

• Submit a letter of resignation to the company.  This should be in the format set out by the CRO.  You should always keep a copy of your signed and dated letter of resignation for your own records.
• If the company has not registered your resignation after 14 days then issue a 21 day notice to the company.  The notice should also be in the form approved by the CRO.  The company is now officially on notice of your resignation, and your demand to have your resignation registered in the CRO.
• If the company has not registered your resignation after 21 days then you may submit a form B69 to the CRO.  The CRO will seek proof of a continuing failure, despite demand on the part of the company to file a form B10.  The letter of resignation and the notice form the required proof and must be submitted to the CRO with the form B69.
• Once the form B69 has been filed, the CRO will remove you as an Officer of the company.

For more information on Company Secretarial practice, please contact Maeve Walsh, Company Secretarial Manager, at mwalsh@reddycharlton.ie