Resignation of a director

What it means

Resignation as director is a unilateral legal act by which a director notifies the company that they are stepping down. It needs neither the shareholders’ consent nor a reason. The notice must be in writing and delivered to the company, usually to the general meeting or another director.

The office does not end at the moment of delivery. Unless the articles provide otherwise, under the Commercial Code the resignation takes effect on the day of the next general meeting after delivery, or immediately if the director resigns at the meeting itself. If no general meeting is held within three months of delivery, the resignation takes effect when that period expires.

Once the office ends, the change must be entered in the Commercial Register. The company files the registration application, but if it fails to, the former director may, under statutory conditions, request deletion themselves. The entry is declaratory; the office ends when the resignation takes effect.

How it works in practice

When a client decides to step down as director, we prepare the written resignation and help ensure provable delivery. We also recommend agreeing the end date with the company and handing over files and access to banks, the electronic mailbox and documents.

If the director has a service agreement, its termination and settlement of remuneration up to the end date must also be dealt with. In payroll, the director is deregistered from the insurers as of the date the office ends.

If they are the sole director, the company is left without a statutory body. Shareholders should appoint a new director in time, otherwise the company cannot validly act, sign contracts or meet its legal obligations. A prolonged absence of a statutory body can even lead to the court dissolving the company.

What to watch out for

Resigning does not remove liability for the period in office. A director may be liable after leaving for damage caused by breaches of duty while serving. It is sensible to have a clear view of the company’s situation and obligations before resigning.

A director leaving while the company is insolvent is not released from the duty to file for bankruptcy if that duty arose during their tenure. Resignation is not a way to escape the consequences of an unresolved crisis.