How does a director resign?

Unless there is a provision in the director's service contract requiring the director to give a period of notice, a director may resign at any time by notice to the company. Ideally, the notice of resignation should be in writing, but this is not specifically required.

On receipt of the resignation, the company must:
(1) notify Companies House on form 288(b)
(2) record the resignation in its register of directors.

Form 288b can be downloaded from the forms section of the Club Library.

Table A, article 81 provides that the office of a director shall be vacated if -

1. he ceases to be a director by virtue of any provision of the Act or he becomes prohibited by law from being a director; or
2. he becomes bankrupt or makes any arrangement or composition with his creditors generally; or
3. he is, or may be, suffering from mental disorder and either -
   1. he is admitted to hospital in pursuance of an application for admission or treatment under the Mental Health Act 1983 or, in Scotland, an application for admission under the Mental Health (Scotland) Act 1960, or
   2. an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his property or affairs; or
4. he resigns his office by notice to the company; or
5. he shall for more than six consecutive months have been absent without permission of the directors from meetings of the directors held during that period and the directors resolve that his office be vacated.

There may, of course, be other provisions in the articles of any particular company.

Related topics

• How many directors must a company have?
• How are directors appointed?
• How can a director be removed from office?
• Who can be a director?
• Are directors employees of the company?