Board Resolution Change Of Directors Template for Ireland

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Key Requirements PROMPT example:

Board Resolution Change Of Directors

"I need a Board Resolution Change Of Directors to record the resignation of Sarah Johnson and appointment of Michael Chen as new director of our Irish technology company, with the changes to take effect from March 15, 2025."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Professional Services

Real Estate

Construction

Energy

Transportation

Education

Non-Profit

Agriculture

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Mining

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Hospitality

Relevant Teams

Legal

Compliance

Corporate Governance

Company Secretariat

Board Administration

Corporate Affairs

Administrative Support

Executive Office

Relevant Roles

CEO

Managing Director

Company Secretary

Corporate Governance Officer

Legal Counsel

Compliance Officer

Board Member

Director

Chairman of the Board

Chief Legal Officer

Corporate Secretary

Governance Administrator

Legal Administrator

Board Administrator

Corporate Affairs Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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