Section 146(1) of the Companies Act 2014 states that a company can remove a director before the expiration of his or her period of office by way of an Ordinary Resolution.
What to do if your company is considering removing a director:
- Propose an Ordinary Resolution. This will be held at an Extraordinary General Meeting. The members of the company will need at least 28 days notice. However, if the directors have resolved to propose the resolution, then notice is not required to be given.
- In the circumstances where a notice must be given, a copy of the notice is to be sent to the director that the members seek to remove.
- The director that the company has proposed to remove is entitled to speak at the Extraordinary General Meeting. If the Ordinary Resolution’s outcome is in favour of removing the director, leaving his position vacant, at that same meeting, the removed director’s position can be filled at that same meeting.
- It is important to note that Section 146 does not apply to a director who has been appointed for life under a company’s constitution.
- If the Ordinary Resolution is passed, the company must lodge a Form B10 with the CRO which effectively notifies them of the removal and/or change in directors.
What if your company fails to file a Form B10 with the CRO?
- If your company fails to file a Form B10, the director who is leaving the company can send a notice to the company prompting them to lodge the Form. Alternatively, the outgoing director can file his own form which will notify the CRO of his resignation. This is done by way of a Form B69 which is a declaration stating that he or she has ceased to be a director of a company which has neglected, refused, or failed to file a Form B10. Having said that, despite the onus on the director to ensure that they have formally resigned, it has no effect on their status of resignation.
If you require any further advice on this or any company law/business issue do not hesitate to contact Brendan Dillon or Simone Murray on 01 2960666
