A Board Resolution Change Of Directors is a crucial corporate governance document required under Irish company law when making changes to a company's board composition. This document is necessary whenever a director resigns, is removed, or new directors are appointed to the board. It must comply with the Companies Act 2014 and include specific details such as the effective dates of changes, full details of incoming and outgoing directors, and confirmation that proper procedures were followed. The resolution serves multiple purposes: it formally records the board's decision, provides evidence of proper corporate governance, and supports the mandatory filing of Form B10 with the Companies Registration Office (CRO) within 14 days of the change. This document is fundamental to maintaining accurate corporate records and ensuring regulatory compliance in Ireland.
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1. Company Details: Full legal name of the company, registered office address, and company registration number
2. Meeting Details: Date, time, location of the board meeting, and confirmation of quorum
3. Chairperson: Identification of the chairperson for the meeting
4. Directors Present: List of all directors present at the meeting
5. Notice and Quorum: Confirmation that proper notice was given and quorum requirements were met
6. Resolutions: The formal resolutions regarding the resignation and appointment of directors, including effective dates
7. Filing Instructions: Direction to file necessary forms (B10) with the Companies Registration Office
8. Closure: Formal closing of the meeting and signature requirements
1. Apologies: List of directors who could not attend but sent apologies - include when there are absent directors
2. Conflicts of Interest: Declaration of any conflicts of interest - include when any director has declared a conflict
3. Previous Minutes: Confirmation of previous minutes - include when referring to previous board discussions on the matter
4. Additional Appointments: Appointments to specific board committees - include when new directors are being appointed to specific committees
5. Share Transfer Matters: Details of any associated share transfers - include when directorship changes involve share ownership changes
1. Schedule 1 - Retiring Directors: Details of retiring directors including full names, addresses, and dates of resignation
2. Schedule 2 - New Directors: Details of new directors including full names, addresses, dates of birth, and occupation
3. Schedule 3 - Consent Forms: Signed consent forms from new directors accepting their appointment
4. Appendix A - Form B10: Draft CRO Form B10 for filing the changes in directorship
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