what-do-if-a-director-resigns | Capital Office

What to do if a director resigns?

The director and the company secretary will usually change the life of a company. Changes can arise however, for a variety of things such as:

• Reaches retirement;
• The director’s death
• Resignation due to prolonged illness;
• A director resigning to move to a new job;
• A disagreement that leads to corporate shareholders – for example, where the main shareholders re-appoint a director or a vote to remove a director from the company;
• Not seen as suitable as a leader.

How do I resign as a director?

In the first place to find answers, is the director`s service contract. This will help in answering questions on resigning as a director of the company. There will be both a time of notice needed, as well as other procedures.

If the service contract is silent, the company’s Articles of Association is a good guide on director resignations. Sometimes, the company board may be needed to approve of a resignation leaders – that can create unforeseen issues for small companies that, especially where there is some problems among the board.

It is a duty for the company to tell Companies House

In some circumstances, the director may also want to send the notice to the company registered office address – this will be useful where the content is or when the director believes that the company will soon update its records and notify Companies House of resignation. It is necessary to remember that it is a duty of the company, not the resigning director, to inform Companies House.

When a director resigns, they will usually have to think about other issues, such as:

• Is he or she a shareholder? If this is the case, then it is best to check for an agreement under the Articles of Association if the shares can be transferred.
• Have there been loans made to the company and need to be cleared?
• Does the company owe the leaving director any amounts?
• In many cases, the leaders (as well as the company) may seek legal advice on the matter.

How does the company manage after the director leaves?

The Director shall be required to serve a period of three months or more, and therefore the company will have plenty of time to become familiar with the change. However sometimes, for example, it can be quick and unexpected – take for example a sudden accident or death. Guidance and planning is therefore necessary for the company and it is best if this can be achieved in a way any disruption to a minimum.

When a director leaves, the company will need to consider:

• Will the work be covered appropriately in the interim period?
• Leaving agreement requirements;
• If the resigning is stop all work with the company directly or to go on leave indefinitely;
• Making it known to the bank and removing the director of the bank`s details and other mandates;
• Letting the staff know, as well as suppliers and customers;
• Letting Companies House know of the change;
• Talk with the officers’ liability insurers;
• If the person is a company secretary, then there will need to be a change to the role;
• If this person is the only director, then a change will soon need to be in line with the needs of Companies Act 2006.
The company must report to Companies House within 14 days

Whatever outcome for the company, there must be communication with Companies House within 14 days of the date of their leaving. This is done by the showing forms TM01 for directors or TM02 for the company secretary.

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