Co-Founder Leaving an Irish LTD: Shares, B10 and Handover

1. Define what leaving means before choosing a service

A founder may be a director, shareholder, employee or consultant, lender, bank signatory and system administrator at the same time. They may also be the company secretary. Put every relationship on a departure schedule, identifying what ends, what continues and what is still being negotiated.

Do not force all dates to match for convenience. A last working day, director cessation, share-transfer completion and final loan payment can be different events. Record the proposed sequence and have the relevant advisers confirm that the actual documents implement it. The table helps organise the brief; it does not determine anyone's legal rights.

2. Establish the director change, then notify it on B10

Keep the resignation notice, its effective date and the relevant company records together. If the communication is ambiguous, clarify the position before preparing a notification. Do not invent an earlier cessation date to match an overdue filing, a tax preference or a disputed recollection.

Section 149 of the Companies Act 2014 requires the company to keep its officer register and notify relevant changes within 14 days. CRO identifies Form B10 as the notification for appointments, cessations and changes in officer particulars. Its guidance says B10 must be signed by a current officer, not an officer who has resigned.

The filing should reflect a valid underlying change. An entry appearing on the CRO record is not a substitute for settling whether a resignation or appointment actually occurred. Keep a named presenter, submission evidence and a plan to check the recorded outcome.

• Companies Act 2014, section 149: registers and officer-change notification
• CRO: B10 purpose, 14-day notification and current-officer signature

3. Check who remains to run and file for the company

CRO explains that an LTD may have one director, but a single-director LTD needs a separate secretary. If the departing founder also holds the secretary office, do not assume a director cessation deals with both roles. Review each appointment and arrange a suitable continuing secretary.

Also review director residence. Section 137 normally requires at least one EEA-resident director, subject to its bond exception and section 140. If the departing founder is the last EEA-resident director, establish the appropriate compliant arrangement and timing rather than discovering the issue after the departure.

Reallocate upcoming work: annual returns, accounts approval, payroll, Revenue correspondence, contract renewals and official post. Confirm who can access the records and sign in each required capacity. A routine director-change order does not complete those other tasks or provide a replacement officer automatically.

• CRO: minimum director numbers and separate secretary for a sole-director LTD
• Companies Act 2014, section 137: EEA-resident director and statutory alternatives

4. Decide explicitly what happens to the shares

Leaving the board is not the same transaction as selling shares. Start with the constitution, any shareholders' agreement, the current register of members and the actual rights attached to the shares. Ask a solicitor to assess transfer restrictions, leaver provisions or disputed entitlements before instructing implementation.

Section 94 provides for a written transfer instrument, subject to the constitution and its requirements. It also says the transferor is deemed to remain the holder until the transferee's name is entered in the register. A verbal deal or edited cap-table spreadsheet should not be treated as a completed registered transfer.

CRO says the stock transfer form is not a CRO form and should not be filed there; the transfer is reflected in the next annual return. That does not postpone the underlying transfer documents, company-record work or any applicable Revenue obligations. If the company itself is intended to buy the shares, obtain advice on that separate route rather than treating it as an ordinary founder-to-founder transfer.

• Companies Act 2014, section 94: transfer instruments and register entry
• CRO: share transfers, stock transfer forms and the annual return

5. Reassess beneficial ownership, not just the officer list

The RBO test concerns ultimate ownership and control, including more than 25% of shares or voting rights and control by other means. A founder who resigns as director but keeps a qualifying shareholding may remain a beneficial owner. Do not remove them merely because the officer filing has changed.

Where ownership or control does change, assess the actual continuing position and update the internal beneficial-ownership register as required. RBO guidance requires notification within 14 days of the change to that internal register. This is a separate process from B10 and from the CRO annual return.

Keep the evidence behind the assessment, the relevant dates and the filing confirmation. A transfer to the remaining founder does not justify ignoring somebody else's continuing control rights. Ask for advice if the documents leave veto, appointment or other influence arrangements in place.

• RBO: ownership, voting and control through other means
• RBO: internal-register changes and the 14-day update requirement

6. Keep the share price, loans and personal commitments separate

Prepare separate schedules for the proposed share consideration, money owed to or by the founder, expenses and contractual payments. Ask the accountant and solicitor to reconcile them with the records and transaction documents. Do not label every amount an exit payment and decide its nature only after money moves.

Revenue distinguishes the consideration on a share sale from market value on a gift for Stamp Duty calculations. CGT can also arise on gains from selling, gifting or exchanging shares. Obtain transaction-specific advice on valuation, liabilities, exemptions, returns and timing; a nominal-value transfer is not automatically a no-tax exit.

List guarantees and other personal commitments separately. If a release is part of the agreement, identify whose written consent is needed and obtain the actual release. Do not treat a resignation letter as a lender's signed release, or assume a private agreement between founders binds every third party. Flag uncertainty before completion rather than relying on an informal assurance.

• Revenue: share-sale consideration and gift market value for Stamp Duty
• Revenue: CGT on gains from share disposals

7. Plan records, equipment and account access as real tasks

Make a handover inventory covering statutory books, accounting files, contracts, company devices, domains, business email and administrative accounts. Establish which records and assets belong to the company and who has authority to handle them. Share ownership, board office and day-to-day system permissions are different questions.

The Data Protection Commission recommends access controls based on need and specific procedures for people joining, moving roles or leaving. Review personal-data access, named administrator accounts and recovery methods. Preserve necessary business records while restricting permissions appropriately; do not simply delete the only archive or share personal credentials.

Bank mandates, Revenue agent relationships, payment platforms and software permissions each need their own review with the relevant provider. A B10 filing does not operate those systems for you. Record what was returned, exported, reassigned or revoked and what remains outstanding. If access is contested, obtain advice rather than attempting an unauthorised takeover or destroying evidence.

• Data Protection Commission: access reviews and movers, leavers and joiners

8. Example: a director departure with shares still held

Maya and Darragh are fictional founders with 50 identical ordinary shares each. Both are directors; Darragh is also secretary. Darragh stops working in the business and resigns as director. Nothing in those facts alone says that his 50 shares have been transferred to Maya or that his separate secretary appointment has ended.

The company needs a clear officer position and a suitable secretary arrangement if Maya becomes sole director. Darragh's ownership and control still need assessment for the RBO. The team must also clarify funding balances, any working contract and access. A returned laptop is useful handover evidence, not proof of a share sale.

If the founders later agree a transfer, that instruction needs its own documents, registration, tax review and beneficial-ownership assessment. The safe sequence depends on the actual agreement. This example illustrates separate workstreams, not a fixed timetable, an automatic transfer right or a transaction completed by StartCompany.ie.

9. A disputed exit is not a routine filing problem

CRO explains that it records information submitted on statutory forms and does not determine or mediate internal director disputes. If resignation, appointment, ownership or authority is contested, obtain independent legal advice. Do not submit a supposed resignation to make one side's preferred outcome appear established.

A former officer whose genuine cessation has not been notified may have a conditional route under section 152. It involves a notice to the company and a 21-day period after service before the stated escalation, with further documentary requirements. It is not a shortcut to remove a person who has not ceased to hold office.

Keep the notices and evidence, identify immediate filing or asset risks and seek advice promptly. Historical conduct, company solvency and claims against either party require their own assessment. Neither a routine service payment nor a proposed private settlement should be treated as an assurance that all liabilities are gone.

• CRO: the register and the limits of its role in director disputes
• Companies Act 2014, section 152: conditional former-officer notification route

10. Order implementation support for an agreed brief

StartCompany.ie's Change of Directors service covers routine appointment or resignation documents and CRO Form B10 filing support, with the related records described on the service page. Explain any linked secretary or EEA-residence issue before ordering. Confirm acceptance, required information, service scope and total payable.

The director-change order does not include a share transfer, exit negotiation or dispute resolution. The separate Transfer of Shares service covers its published documentation and company-record work; applicable stamp duty is separate. Confirm whether any RBO amendment, tax work, secretary replacement or other requested task is included or needs a separate engagement.

Provide a concise departure schedule instead of an instruction simply saying remove my co-founder. Where the commercial or legal outcome is unresolved, contact the team first and obtain the necessary professional advice. A checkout is not evidence that a resignation, share sale or complete founder exit has already taken effect.

• List each office, shareholding, working contract, funding balance and system role.
• Gather the constitution, shareholder terms and accurate company registers.
• Establish the actual decisions, effective dates and unresolved issues.
• Check continuing directors, secretary and EEA-residence compliance.
• Assign B10, share-transfer records, tax and RBO work separately.
• Arrange authorised records, property and access handover without losing evidence.
• Confirm accepted deliverables, exclusions, information deadlines and total payable.
• Retain signed documents and completion evidence for each separate task.