Change of Directors
& Company Secretary

Appointment of Directors

The authority to appoint new directors is typically a matter for the board of directors who have the power to fill a casual vacancy. The members retain the right to nominate a new director at a general meeting of the company.

The constitution of the company should be reviewed prior to the appointment to understand who has the power to appoint and does any shareholder have the right to nominate directors or control the board.

If the directors have the authority to appoint directors a board meeting should be held at which the nomination of the directors is approved and the company secretary is instructed to update the statutory register and a B10 form filed in the CRO. The new director is required to make certain disclosures regarding personal information and interests in shares and contracts and other considerations such as updating the headed paper and the bank mandate.

Resignation of Directors

There are various ways in which a director can cease to hold office (Sec 148) include:-

• Resign in writing as a director
• Removed as a director by the members
• Retired at the AGM and not re-elected
• Disqualified from acting in accordance with the Companies Act or the constitution(bankrupt, health of the director, imprisonment of director)
• Director is disqualified or restricted by the High Court

A director may resign by signing a letter of resignation and presenting this to the board. A board meeting should be held at which the resignation is noted and a the company secretary is instructed to update the statutory register, file the B10 and update headed paper and bank mandates and receive any

Change of Directors at the AGM

If the provisions of retirement by rotation are contained in the company constitution or other such similar provisions exist, then typically one third of the directors longest in office shall retire and offer themselves for re-appoint if they wish to. The members must approve the re-appointment and if not re-appointed the director will no longer be a director.

Removal of a Director

A director maybe removed from office as a director pursuant to Sec 146 of Companies Act 2014. Click here for link to article on removal of a director.  Appropriate legal advice should be obtained prior to commencing any proceedings to remove a director.

How Can CLS Help

If you require assistance changing the details of the Director or Secretary please contact one of the team on 059 9186776 or send us an email.

Please Note:

Our CLS Insights aims to bring you practical information and news on Company Law and Company Secretarial. We cover the topics that matter to your business and give practical tips and also the benefit our experiences. Please remember this article is a guide and legal advice should always be obtained. If you have any queries please contact one of the team and we would be happy to help.