Changing Company Officer Information
Serious responsibilities attach to being a company officer and thus the CRO must be notified whenever there is a change to the company's director or secretary or to their details e.g. change of residential address.
An undischarged bankrupt cannot become an officer of a company. Section 183 of the Companies Act 1963 provides that if any person, being an undischarged bankrupt acts as an officer or directly or indirectly takes part or is concerned in the promotion, formation or management of any company except with the leave of the High Court, he shall be guilty of an offence, which is prosecutable summarily by ODCE. Undischarged bankrupt means a person who is declared bankrupt by a court within the State or , who has not obtained a certificate of discharge or its equivalent in the relevant jurisdiction.
Form to be completed to notify appointment/change address/resignation/death of officer
Form B10 is filed by a company in order to notify the appointment of an officer post-incorporation, the cessation of an officers appointment (resignation, death, removal, etc.) and to notify the CRO of a change in particulars in relation to an officer e.g. change of name or a new residential address. Form B10 is required to be sent to the CRO within 14 days of the change occurring. Failure to file Form B10 constitutes an offence.
Form B10 must be signed by a current officer of the company; it cannot be signed by an officer who has resigned. Where there has been a change in company officer or his/her details, a Form B10 must be filed by each company concerned. Form B10 has a filing fee of €15 or can be filed online in CORE for free.
Form B10 is also submitted where someone is disqualified as a director, whether by a High Court Order or as a result of a deemed disqualification or on foot of a conviction on indictment of any indictable offence in relation to a company or involving fraud or dishonesty. Form B10 should be filed in respect of each company of which he/she had been acting as director until the date of disqualification and that a replacement director is required to be appointed in the event that the disqualification leaves any company with less than 2 directors.
Link toForms Page B10 Link to Fees Page Link to CORE
Disqualification in another State
If a person who is being appointed director of a company is a person who is currently disqualified under the law of another state (whether pursuant to an order of a judge or a tribunal or otherwise) from being appointed or acting as a director or secretary of a body corporate or undertaking, that person is required by law to ensure that Form A1 or Form B10 is accompanied by a duly completed Form B74.
If there is a failure to file Form B74 where a person being appointed director on the Form A1 or Form B10 is disqualified abroad, or if the Form B74 is false or misleading in a material respect, that person is deemed to be subject to a disqualification order pursuant to section 160(1A) of the Companies Act 1990 (inserted by section 42 Company Law Enforcement Act 2001). The period of that deemed disqualification is the period then remaining unexpired of the foreign disqualification.
Link to Forms Page B74 Link to Fees Page
Minimum Number of Directors/Company Secretary
The minimum number of directors which a company is required to have is two. Accordingly, Form B10 will be returned by the CRO to the presenter if the registration of the notified termination(s) of a directorship(s) would result in the company having less than the statutory minimum of two directors as required by section 174 Companies Act 1963.
Where Form B10 notifies the CRO of the cessation of appointment of a secretary, a replacement secretary is required to be notified on the form, having regard to the statutory requirement that every company must have a secretary. Form B10 will be returned by the CRO to the presenter if the registration of the notified termination of the secretary's appointment would result in the company having no secretary recorded, having regard to the statutory requirement per section 175 Companies Act 1963 that every company must have a secretary.
EEA Resident Director
Where the termination of a directorship notified on Form B10 leaves the company without an European Economic Area (EEA) - resident director, the company should lodge either a section 43 bond with the B10 or obtain a section 44 certificate. For further information on the requirements to have at least one director resident in a member State, see Information Leaflet No. 17, Requirement to have EEA-Resident Director.
Link to Info Leaflets
Company Officer notifying the CRO of their own resignation - Form B69
If a company fails to lodge B10 in respect of a person who has ceased to be a director/secretary of that company, there is a procedure whereby the former director/secretary can notify his/her own resignation to the CRO using Form B69.
A B69 can only be filed where the company has failed to file the B10. Please note that the form B69 is not the document to be completed in order to resign a director/secretary. The form B10 should be submitted. A form B10 can also be filed online using CORE.
The form B69 is only to be used in the circumstances where the company has failed to file the form B10. See Information Leaflet No. 18, Procedures re notification by director/secretary of his/her own resignation. Form B69 can also be completed online using CORE.
Link to Forms Page B69 Link to Fees Page Link to Info Leaflets
Notice that Company Officer has died - Form B70
Where a person holding the office of secretary/director has died, a person may give notice of this to the CRO on Form B70. However a company should really complete a form B10. The B70 is only for circumstances where the company has failed to file a B10.
An official copy of the death certificate is required to be appended to this form and must be retained by the CRO. There is no need to file a Form B70 if the company has delivered a Form B10 to the CRO, notifying it as to the passing away of the secretary/director and his/her replacement (if any).
Link to Forms Page B70 Link to Fees Page
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