Last EEA-Resident Director Resigning? An Irish Company Checklist

Separate the director vacancy from the residence requirement

An LTD must have at least one director under section 128. Separately, section 137 requires at least one EEA-resident director unless the bond or certificate exception applies. A bond cannot replace all human directors. If the person leaving is the sole director, resolving the residence issue alone is not enough.

Make a before-and-after officer list. Identify each actual director, their residence position and the secretary. Check the company's legal type and constitution rather than assuming that every Irish company can operate with the same board structure. This article is not a checklist for a DAC, CLG or public company.

• Companies Act 2014, section 128: minimum directors
• Companies Act 2014, section 137: EEA residence and bond

Residence is not the same as citizenship or a postal address

CRO identifies the EEA as the EU member states plus Iceland, Liechtenstein and Norway; the UK is outside it. An Irish passport is not, by itself, evidence that a director satisfies the residence requirement. Equally, the relevant director need not be an Irish national.

Where Irish residence is relied on, section 141 contains a specific statutory test. Do not substitute a correspondence address, one visit or an assumption based on nationality for a proper assessment. Ask the adviser reviewing the handover what facts and records are needed for the relevant date.

Relocation and resignation are different events. Someone can remain on the board while moving abroad, or leave the board without moving at all. Describe what has actually happened so the correct compliance question is examined rather than selecting a form because it sounds familiar.

• CRO: company officers and the EEA requirement
• Companies Act 2014, section 141: residence in Ireland

Establish the real cessation and appointment dates

Collect the actual notice, relevant appointment terms, constitution and company records. Have the effective cessation assessed from those materials. Preparing a B10 is not a reason to invent a convenient resignation date, and filing paperwork is not a substitute for a valid underlying appointment.

Use a short handover timeline showing the proposed departure, any replacement appointment and the chosen compliance arrangement. Distinguish a proposed date from an event that has already occurred. Confirm who has authority to make and document decisions under the company's arrangements.

Where the parties disagree about the notice, authority or effective date, obtain legal advice before treating a draft timetable as settled. Do not promise a provider that the departure can be delayed if you have no basis to control it. Explain the uncertainty at the beginning of the enquiry.

The departing director's Section 139 notice is a distinct duty

Section 139 applies when a person ceases as director while EEA-resident and was the sole director or, to their knowledge, no other director is EEA-resident. That person must notify the Registrar in writing within 14 days after cessation, stating the cessation and the relevant sole-director or residence position.

The section operates without prejudice to section 149. Do not assume the company's B10 automatically discharges the departing person's duty. Agree with the adviser how both obligations will be met and retain evidence; this is not a claim that two separate physical submissions are invariably necessary.

Failure can make the former director jointly and severally liable with the company for the specified section 137(2) fines or penalties imposed, or held payable, after cessation. That is not a statement that all company debts become their personal debts. Section 139 excludes alternate directors.

• Companies Act 2014, section 139: departing director notification

What the company must organise for Form B10

Section 149 requires the company to keep its officer register and notify changes to the Registrar within 14 days. A new director's notification is accompanied by consent to act. Prepare accurate particulars and dates rather than relying only on an informal message that someone has agreed to help.

CRO says a current officer, not the officer who has resigned, must sign B10. Its officer-change guidance also says that where cessation leaves no EEA-resident director, a section 137 bond must be lodged with B10 or the company must obtain a section 140 certificate.

Ask the presenter to identify the responsible signatory before the departure, particularly if the board is becoming smaller. Keep submission references and follow up returned or incomplete documents. A task marked sent in your internal spreadsheet is not evidence that every required document has reached the right place.

• Companies Act 2014, section 149: officer register and notification
• CRO: officer changes and B10 requirements

Bond timing: a quotation is not a bond in force

Section 137 refers to a prescribed bond in force with coverage of EUR 25,000 for specified fines and penalties. The coverage amount is not the provider's premium, an ordinary trading guarantee or general protection against business losses. An alternate director cannot satisfy the section's director requirement.

CRO states a minimum two-year bond validity period beginning earlier than or on the event creating the need. Consequently, do not plan a gap between the last qualifying director's cessation and the start of the arrangement. An application, quotation or payment receipt is not proof of operative cover.

Ask for written confirmation of the legal entity covered, commencement and expiry, prescribed document and delivery responsibilities. Section 138(5) requires a copy of a bond held by the company to accompany a section 139 notification. Coordinate this with the B10 process and CRO's current existing-company bond-delivery instructions.

• Companies Act 2014, section 137: prescribed bond and limits
• CRO: effective dates and existing-company bond delivery
• Companies Act 2014, section 138: bond-copy requirements

Can another director or a Section 140 certificate solve it?

A replacement must be a genuinely appointed, eligible director with the appropriate residence position, not just a name added to a contact list. The office carries responsibilities. Do not assume a secretary, filing agent or registered-office provider becomes a director by providing administrative support.

The certificate alternative under section 140 depends on a real and continuous link with economic activities in the State. The exception requires a certificate in force; a pending application does not provide it. The statutory supporting Revenue statement must be made within two months before the application.

An Irish mailing address alone is not a promise of qualification. Have the evidence and realistic timetable assessed before relying on this route for an imminent departure. Our separate certificate guide explains the application in more detail; it should not be treated as emergency approval or a retrospective remedy.

• CRO: requirements and responsibilities for directors
• Companies Act 2014, section 140: economic-link certificate

Check the secretary and the practical handover as well

Section 129 requires a company secretary, and a sole director cannot also be that secretary. If the departing person holds both offices, establish what their notice actually covers and how each office will be handled. Do not assume every departure from one role automatically resolves the other.

As a practical control, inventory the records, filing access, upcoming deadlines and responsibilities being handed over. Identify who receives CRO correspondence and who follows up any outstanding submission. Transfer access securely without sharing another individual's private authentication credentials.

Keep business continuity separate from signing authority. If the departing director had bank, contract or adviser permissions, ask the relevant organisation what updates it requires. Do not assume changing the CRO record automatically changes those separate arrangements. Record the owner of each follow-up task.

• Companies Act 2014, section 129: company secretary

Example: one director in Ireland and one in the UK

Imagine a fictional LTD with two directors, one resident in Ireland and the other in the UK, plus a separate secretary. The Irish-resident director plans to resign. The company needs to examine the residence position after that event, not assume that keeping the UK director resolves every requirement.

The handover team checks the actual dates, reviews the available compliance routes and confirms who will deal with company filings and personal notices. If choosing the bond route, it obtains evidence of an arrangement covering the relevant event rather than treating an unpaid quotation as completion.

Now change the facts: the departing person was the only director. The same bond purchase would not fill the empty office. That situation also requires attention to the actual director vacancy. These examples are planning illustrations, not instructions to postpone, backdate or disregard a valid resignation.

If the director has already left, do not backdate a solution

Explain the true chronology to your professional adviser and the CRO where appropriate. Gather the notice, existing officer records, any bond or certificate, and previous submissions. Ask for an assessment of what remains outstanding and the appropriate corrective steps for the actual facts.

Do not change a document date to make a missed step disappear or assume a later bond erases an earlier gap. B69 is not the ordinary resignation form: CRO describes it as a conditional procedure where the company has failed to notify a cessation, involving prescribed notice steps.

A change in directors also does not settle corporate tax residence. Revenue's company-residence rules involve separate incorporation and treaty considerations. Where management or control is changing across borders, obtain tax advice rather than treating a residence-compliance bond as a tax ruling.

• CRO: B10 and the conditional B69 procedure
• Revenue: company residency rules

Prepare a useful existing-company support enquiry

StartCompany.ie's Section 137 service page offers existing-company support on request, including director-change review, bond timing guidance and CRO document support. That is different from buying a new non-resident formation package. Explain that the company already exists and describe the upcoming or completed event.

Ask the team and authorised partners to confirm availability, the exact scope, documents, responsibilities and total payable. Do not assume routine director-change administration includes a replacement director, legal advice, certificate approval or every personal notification. Ordering support does not itself put a bond in force.

• Provide the legal company name, CRO number and company type through an agreed channel.
• List current and expected directors, residence facts and any unresolved eligibility questions.
• Identify the actual or proposed cessation date and any replacement appointment evidence.
• Explain the secretary position and who can coordinate the company's submissions.
• Supply any existing bond or certificate details, including commencement and expiry.
• Allocate responsibility for company filings, the departing person's notice and bond delivery.
• Agree how submission evidence, returned documents and future renewal reminders will be handled.