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.

 

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When do I use this document?

  • 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.

When do I use this document?

An Amendment & Restatement Agreement is used when parties want to document amendments to a contract and to restate the contract, as amended, in full.  They are used in particular for loan agreements and shareholders agreements

Use this document:

  • for the amendment and restatement of a contract or agreement
  • as an alternative to a standalone variation
  • suitable for a contract governed by English law

What are the key features?

  • 7 clauses and one schedule over 3 pages
  • short form agreement
  • agreement to amend and restate original contract or agreement
  • amended and restated form of agreement to be set out in the schedule

What else do I need to know?

An Amendment & Restatement Agreement is one way in which the parties can amend an existing contract.  The amendment can be:

  • amendment to the terms and conditions of the contract
  • amendment to introduce new parties to the agreement

An amendment to a contract can be done by documenting specific amendments to the contract in a contract variation agreement or a deed of amendment.  If done this way, the original contract and variation document, read together, are the amended contract going forward.

An alternative to having to read two documents together (with the possibility of there being additional documents if further changes are made in the future) would be to replace the original contract in its entirety but in its amended form.  This is achieved by what is known as “amending and restating” the original contract.  By entering into an amendment and restatement agreement, the original contract is:

  • amended by the agreement of the parties to the new form of the contract as amended and restated
  • restated by the agreement of the parties to the original agreement being repeated (restated), as amended, by the amended and restated agreement

Amendment & Restatement Agreements are used in particular for loan agreements and shareholders agreements.  These types of arrangement are often renegotiated, amended and restated during the term of the loan or joint venture.

What other documents are available?

For a standalone contract variation for specific amendments to the contract, see

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

Updated by a lawyer on 03/09/2024

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