Change of Directors - Process

Palerider

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It appears that a resigning Director does not have to sign anything for submission to the CRO when they resign which seems mad to me, in this case one of the two Directors has decided to simply opt out by resigning, whilst this is fine are there further implications..?

There is no shareholder agreement but a 50/50 understanding which of course must also change, how is that handled..?

I have recommended that the surviving Director send an e-mail to the resigning Director acknowledging the instruction and that they will take forward the paperwork with the CRO. That mail will include a note that their obligations to the company will cease from date of receipt of the B10 at the CRO, I guess a submission should also be made to the CRO concerning the revised shareholding which was initially submitted to CRO as a 50 / 50 in this instances.

There are no other factors of note, the company is small and has no debt or creditors.

Is there a step or steps here that are missing that may come back to bite at a later stage maybe when that small company is somewhat larger..?

Should the surviving Director be approaching this more formally than outlined..?
 
Don't confuse being a Director and being a Shareholder. These are two separate things.

Anyone can resign as a Director but will remain a Shareholder until such time as they transfer or sell their shares to another party.

In the case you have mentioned, the resignation of a Director means just that, however the resigned Director will still own 50% of the company until such time as he disposes of his shareholding
 
It is the company's registers which are the primary record. What is recorded in those books is reflected in the CRO, but the CRO records are not the primary records.

The director notifies the company of the resignation and it is the responsibility of the company secretary to make the relevant changes in the company registers and to notify the CRO. So it would be more "mad" if a retired director was able to notify the CRO of changes to the company registers of a company of which he was no longer a director. (Although, there are circumstances where a retired director can notify the CRO of his/her resignation, eg where the company secretary has failed to notify the CRO)

Changes in shareholding are reported in the annual return, B1. There could also be tax implications on changes of shareholdings.