Director’s Resignation Letter

Director’s Resignation Letter


To be used in the context of the sale and purchase of the entire issued share capital of a private company, where the buyer requires some (or all) of the target company’s directors to resign on completion of the transaction. This is a common requirement in UK transactions, as the buyer will usually want to replace the current directors and/or company secretary with its own.

A letter of resignation by a director of a company includes an acknowledgement that the resigning officer has no claims outstanding against the company and a waiver of any claims that may exist.

Filing: Notice of the resignation must be given to the Registrar of Companies within 14 days (section 167 of the Companies Act 2006). The relevant form to use for this purpose is Form TM01.


You should consider the following:

  • Is the resigning Director an individual or a corporate entity? This document is drafted on the assumption that the resigning Director is an individual and should be amended, as appropriate, if this is not the case.
  • Do the target company’s Articles of Association impose any special requirements or formalities regarding a Director’s resignation? This document assumes not.
  • The company’s Articles should always be checked for any relevant provisions that could have an impact on the terms or effect of the resignation letter.
  • Is the resigning Director is also an officer of the target company’s subsidiaries? If yes, the buyer should also require separate letters of resignation in the same terms to be delivered by the Director, addressed to each of the relevant subsidiaries.

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