Director Resignation Letter (UK)

A director resignation letter formally notifies a company of your resignation from both your directorship and any employment role under UK company law. This guide explains the Companies House requirements and proper resignation procedures.

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When to use a director resignation letter

A director resignation letter is required when resigning from a board position at a UK limited company. This applies to:

•Executive directors: Directors who also have employment contracts (e.g., Managing Director, Finance Director)
•Non-executive directors: Board members without employment relationships
•Shareholder directors: Directors who also own shares in the company
•Sole directors: The only director resigning (note: companies must have at least one director)

Things to be aware of when resigning as director

Companies House notification

The company must file form TM01 with Companies House within 14 days of your resignation. Failure to file can result in penalties. Your directorship officially ends when you resign, not when Companies House processes the form. You can also file a separate notification directly with Companies House.

Articles of Association and service contracts

Check your company's Articles of Association and your director's service agreement for specific resignation procedures. Some require board meetings, written notice periods, or shareholder approval. Follow these procedures to avoid disputes.

Notice period for employment

If you're an executive director with an employment contract, you have two separate roles: director and employee. Your employment may have a different notice period than your directorship. Clarify whether you're resigning from one or both roles.

Ongoing liabilities and duties

Directors have legal duties under the Companies Act 2006 until resignation takes effect. These include duty of care, loyalty, and avoiding conflicts of interest. You may also have ongoing liabilities for actions taken during your directorship, even after leaving.

Shareholdings

Resigning as director doesn't affect your shareholding unless your Articles or shareholders' agreement requires it. Consider whether you'll retain, sell, or transfer your shares separately from your resignation.

Sole director considerations

Private limited companies must have at least one director. If you're the sole director, a replacement must be appointed before or simultaneously with your resignation, or the company cannot legally operate.

What to include in your director resignation letter

Your director resignation letter should be formal and comprehensive:

1.Clear statement of resignation: State you're resigning from your position as director
2.Effective date: Specify when your resignation takes effect
3.Clarify dual roles: If applicable, state whether you're also resigning from employment
4.Companies House reference: Acknowledge the company must file TM01
5.Handover arrangements: Offer to assist with transition and knowledge transfer
6.Professional tone: Maintain formality appropriate for a statutory officer

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