Board Resolution For Change Of Registered Office Template for Ireland

A Board Resolution For Change Of Registered Office is a formal corporate document that records your board of directors' decision to change your company's registered office address in Ireland. Under the Companies Act 2014, this resolution is a mandatory requirement before you can legally relocate your registered office and notify the Companies Registration Office (CRO) of the change.

When do you need this document?

You need this resolution whenever your Irish company plans to change its registered office address. This commonly occurs when your business relocates to new premises, changes legal or accounting service providers, or consolidates multiple office locations. The resolution must be passed before you file Form B2 with the CRO, as it provides the legal authority for the change. You'll also need this document if you're moving from a virtual registered office to physical premises, or vice versa, or when transitioning between different corporate service providers who maintain your registered office.

Key legal considerations

Several critical legal requirements govern this process under Irish company law. The resolution must be passed at a properly convened board meeting with the required quorum present, or alternatively through a written resolution signed by all directors. You must ensure the new registered office address is located within Ireland, as required by Section 50 of the Companies Act 2014. The resolution should clearly state both the current and new registered office addresses, include the date of the change, and be properly recorded in your company's minute book. Additionally, you must file Form B2 with the CRO within 14 days of the resolution being passed, accompanied by the prescribed fee.

Legal requirements in Ireland

Under the Companies Act 2014, specifically Section 50, every Irish company must maintain a registered office within Ireland at all times. The change of registered office must comply with several statutory requirements: the resolution must be passed by the board of directors with proper authority, the new address must be notified to the CRO using Form B2 within 14 days, and the company secretary must ensure all statutory records are updated accordingly. Section 166 of the Companies Act governs the procedures for board meetings and resolutions, while Section 129 outlines the company secretary's duties in maintaining proper records. Failure to notify the CRO within the 14-day period may result in penalties and potential compliance issues. The resolution should also authorize specific individuals, typically the company secretary or directors, to complete the necessary filings and take all actions required to effect the change.