Resignation of directors

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. Both Table A and the Model Articles contain provisions regarding resignation of directors

On receipt of the resignation, the company must:
(1) notify Companies House on form TM01
(2) record the resignation in its register of directors.

Form TM01 can be downloaded from the Companies House website.

The Model Articles (for companies registered from 1.10.2009) or Table A (for companies registered before 1.10.2009) have specific provisions regarding the resignation of directors:

The Model Articles, art 18 provide that the office of director shall be vacated if-

1. that person ceases to be a director by virtue of any provision of the Companies Act 2006 or is prohibited from being a director by law;
2. a bankruptcy order is made against that person;
3. a composition is made with that person's creditors generally in satisfaction of that person's debts;
4. a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;
5. by reason of that person's mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have;
6. notification is received by the company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms.

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 causing a directors' office to be vacated.

Company Law Solutions is able to advise on the appointment, resignation and removal of a director.

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