When and how can a director resign?

A director may always resign their office as a director by written notice to the company. The Articles may provide for a period of notice, but rarely do so. If the company has adopted the Model Articles, without amendment, these provide for a written resignation to take effect in accordance with its terms.

Does the company need to approve a director’s resignation?

There is no requirement for the resignation of a director to be approved by the company. As a matter of practice, the resignation might be noted at the next meeting of the board.

What Companies House filing is made for a director’s resignation?

The resignation needs to be filed at Companies House (by the company) within 14 days using form TM01.

When do I use this document? for a company with a controlling majority (more than 50%) shareholder and one or more minority (less than 50%) shareholders as a preliminary step prior to preparing the Shareholders Agreement as a checklist to record the agreed position on the principal terms to save time and future discussion and negotiation on the Shareholders Agreement itself in conjunction with Paper Rock’s template majority/minority Shareholders Agreement, see Shareholders Agreement: majority/minority shareholders for a private limited company incorporated in England and Wales What are the key features? clear and easy to complete checklist of non-legally binding terms table format with explanatory commentary on points and alternative options for consideration and discussion checklist covering matters including: shareholders business of the company shareholder roles and services shareholdings funding, including initial and further funding director appointment rights and board decision-making shareholder decision-making matters requiring prior approval of specified shareholders (reserved matters) issue of additional shares rules and restrictions on the transfer of shares shareholder rights to information deadlock resolution shareholder restrictive covenants What other documents are available? For a Shareholders Agreement checklist for a company with equal (50/50) shareholdings, see Shareholders Agreement checklist: equal 50/50 shareholders

Company director resignation letter template

This company director resignation letter template provides a clear written notice of resignation.

It includes two versions: a simple letter and a detailed version for negotiated share sale transactions. It also incorporates a waiver of claims and confirmation that no amounts are owed to the resigning director.

for a simple letter of resignation.
for a longer form of resignation for use in a negotiated share sale transaction, with a waiver of claims and amounts owed to the resigning director.

What are the key features?

alternative forms of letter – simple and longer form, addressed to the board of directors.
longer form letter includes:
- - confirmation that no amounts are owed to the resigning director by the company.
  - confirmation that the resigning director has no claims against the company and a waiver of any potential claims.
execution and delivery by the resigning director as a deed.

What else do I need to know?

When can a director resign?

A director can resign at any time by giving written notice to the company.
In most cases, company Articles of Association do not require a notice period.
If the company uses unamended Model Articles, the resignation takes effect as stated in the resignation letter.

Does the company need to approve the resignation?

No, the company does not need to approve a director’s resignation.
However, it is standard practice to note the resignation at the next board meeting.

What are the filing requirements at Companies House?

The company must notify Companies House of the resignation within 14 days.
The following forms are used:
- Form TM01 for individual directors.
- Form TM02 for corporate directors.

Description

When do I use this document?

for a company with a controlling majority (more than 50%) shareholder and one or more minority (less than 50%) shareholders
as a preliminary step prior to preparing the Shareholders Agreement
as a checklist to record the agreed position on the principal terms
to save time and future discussion and negotiation on the Shareholders Agreement itself
in conjunction with Paper Rock’s template majority/minority Shareholders Agreement, see Shareholders Agreement: majority/minority shareholders
for a private limited company incorporated in England and Wales

What are the key features?

clear and easy to complete checklist of non-legally binding terms
table format with explanatory commentary on points and alternative options for consideration and discussion
checklist covering matters including:
- shareholders
- business of the company
- shareholder roles and services
- shareholdings
- funding, including initial and further funding
- director appointment rights and board decision-making
- shareholder decision-making
- matters requiring prior approval of specified shareholders (reserved matters)
- issue of additional shares
- rules and restrictions on the transfer of shares
- shareholder rights to information
- deadlock resolution
- shareholder restrictive covenants

What other documents are available?

For a Shareholders Agreement checklist for a company with equal (50/50) shareholdings, see

Shareholders Agreement checklist: equal 50/50 shareholders

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

£15.00 exc VAT

Updated by a lawyer on 03/09/2024

Updated By a lawyer on 11/15/2022

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Company director resignation letter template

When do I use this document?

What are the key features?