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 132 of the Companies Act 2014 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/she shall be guilty of a Category 2 offence. Undischarged bankrupt means a person who is declared bankrupt by a court within the State or elsewhere, 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 (an electronic form available at https://core.cro.ie) is filed by a company in order to notify the appointment of an officer post-incorporation, the cessation of an officer’s 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 a category 3 offence. The residential address of a company director can also be omitted but only in limited circumstances. It does not apply to an address already supplied to the CRO.
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 required number of directors.
If a person who is already appointed director of a company is a person then becomes 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 file Form B74a.
Link to Common Errors Form B10 Link to https://core.cro.ie
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 842 of the Companies Act 2014. The period of that deemed disqualification is the period then remaining unexpired of the foreign disqualification. Form B74a is filed where an already appointed director has been disqualified in a foreign jurisdiction.
Minimum Number of Directors/Company Secretary
Every company type with the exception of a Private Company Limited by Shares (LTD company) must have a minimum number of two directors.
A Private Company Limited by Shares (LTD company) incorporated under the Companies Act 2014 may have one director if it so chooses. A single director LTD company must have a separate secretary however.
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 number of directors.
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 129 Companies Act 2014 that every company must have a secretary.
EEA Resident Director
Where the termination of a directorship notified on Form B10 leaves the company without a European Economic Area (EEA)* - resident director, the company should lodge either a section 137 bond with the B10 or obtain a section 140 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.
* If the UK leaves the European Union without any deal in place, companies which have only UK resident directors will be required to comply with section 137 Companies Act 2014.
Company Officer notifying the CRO of their own resignation - Form B69
If a company fails to lodge Form 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 Info Leaflets
Section 39 of the Companies Act 2014 allows a company to authorise any person to be a person entitled to bind the company. Form B46 is filed to authorise or remove authorisation from such a person. The authorisation continues until such time as the CRO is informed of the de-authorisation so it is important to file the form in a timely manner. The entitlement to bind the company is one that is not restricted to a particular transaction or class of transaction.
Link to Forms Link to Common Errors Form B10 Link to Fees Page Link to https://core.cro.ie
Copyright 2019 Public Office Address: Companies Registration Office, Bloom House, Gloucester Place Lower, Dublin 1. Phone: +(353 1) 8045200
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