Adding or Removing a Director From Your Irish Company
Need to change directors in an Irish company? Learn the B10 filing, consents, the sole-director and EEA-resident rules, and the traps that catch companies out.
- Author
- Abbey Blue Formations
- Published
- Reading time
- 6 min read
Companies change: co-founders join, investors want a board seat, a director retires, a partnership sours. Whatever the reason, changing directors in an Irish company is a defined legal process, not an email — the change happens through the company's own decision-making, is notified to the CRO on a Form B10 within fourteen days, and interacts with several rules that can turn a routine change into a blocked one. This guide covers both directions: appointment and departure.
Adding a director: the process
Appointing a new director is usually straightforward when taken in order:
- 1Check the constitution. Most constitutions let the board appoint additional directors, with the appointment confirmed by the members; some reserve the power differently. Read yours before the board meeting, not after.
- 2Confirm eligibility and identity. The incoming director must be over eighteen, not disqualified or restricted, and — the modern pinch point — must have a PPSN or Identified Person Number for CRO filings. If they have neither, the VIF process should start before anything else, because the B10 cannot complete without it.
- 3Obtain written consent. A person becomes a director by consenting to act; the signed consent is part of the filing and the statutory register.
- 4Resolve, file the B10 within fourteen days, and update the register of directors. The public record and the company's own registers should never disagree.
Make sure the incoming director understands what they are signing up for: the office carries the full weight of the directors' duties and personal liability framework from day one, including responsibility for the company's books of account and filings.
Removing a director: three very different situations
Resignation is the simple case: the director resigns in writing, the board notes it, the B10 is filed, and the registers are updated. The company should also deal with the practical tail — bank mandates, signing authorities, system access.
Removal without consent is a different animal. A company can remove a director by ordinary resolution of the members, but only through the extended statutory procedure: specific notice of the resolution, notice to the director concerned, and the director's right to make representations and be heard at the meeting. Shortcuts here produce invalid removals and, frequently, litigation — this is the point in a shareholder dispute to take proper advice, and it is exactly the scenario that mechanisms like a golden share or the deadlock provisions discussed in our 50/50 co-founder guide are designed to anticipate.
Death or disqualification removes a director by operation of law; the company's job is the notification and the reorganisation that follows.
The rules that block otherwise simple changes
- The floor of one — and the secretary rule. An LTD must always have at least one director, and a sole director cannot also be the company secretary. A resignation that leaves one remaining director wearing both hats is not compliant; a company secretary service is the usual fix, and our guide to the company secretary rules explains the role.
- The EEA-resident director requirement. Every Irish company needs at least one EEA-resident director, or a Section 137 bond in place of one. A departure that removes the only EEA-resident director triggers this immediately — non-resident boards should read our non-resident formation guide before restructuring.
- The fourteen-day B10 clock. Late notification is a breach in itself, and a register that drifts from reality contaminates every later filing, including the Annual Return.
- The knock-on filings. A director change often changes beneficial ownership or bank signatories; check whether an RBO update is needed alongside the B10.
Director changes are a core part of our company secretarial service: resolutions, consents, B10, registers, and the knock-on updates handled as one package. If your board is changing — amicably or otherwise — request a call and we will sequence it correctly.
Frequently asked questions
How quickly must the CRO be told about a director change?
Within fourteen days of the change, on Form B10. The clock runs from the appointment or cessation itself, not from when the paperwork is convenient.
Can a director simply resign at any time?
Generally yes, by written notice in line with the constitution — but the company must still meet the floor of one director, the secretary rule, and the EEA-resident requirement after the departure, so an exit can oblige the company to make an appointment.
Can we remove a director who is also a shareholder?
Removal from the board and ownership of shares are separate: the statutory removal procedure ends the directorship but does not touch the shareholding. Resolving both usually means a negotiated exit — which is where pre-agreed mechanisms earn their keep.
Does a new director need a PPSN before we can file?
The B10 requires each director's PPSN or IPN, so an incoming director without either should begin the VIF process immediately — it is the single most common cause of delayed appointments.
Do we need to tell anyone besides the CRO?
Update the company's own register of directors, review the RBO position, and deal with banks, Revenue authorisations, and any contracts naming the director. The B10 is the legal notification; the operational tail is yours to manage.
The bottom line
Adding or removing a director is routine when the sequence is respected: constitution, eligibility and identity, consent or proper procedure, B10 within fourteen days, registers and knock-ons updated. The traps — the sole-director rule, the EEA requirement, the removal procedure — are all visible in advance. Check for them before the board meeting, and the change stays administrative rather than adversarial.