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Resigning as Director of Private Ltd Company

Discussion in 'Legal' started by anonymous1297, Aug 22, 2009.

  1. anonymous1297

    anonymous1297 UKBF Newcomer Free Member

    Posts: 1 Likes: 0
    Hi

    I've done thorough search for what I need but can't the relative info.

    I need information regarding resigning as the director of a private ltd company.

    There are two directors each with 50% shares.
    Director 1 has resigned via form 288b and has sent it to companies house.
    Director 2 is kicking up a fuss saying Director 1 should have arranged a meeting and proposed their resignation. At this meeting Director 2 would have accepted or declined the resignation.
    Director 2 is also demanding Director 1 writes a formal letter of resignation.

    As far as I'm aware Director 2 has no say in weather Director 1 can resign or not. Director 2 knew the intentions of Director 1 and didn't raise the issue of the meeting soon enough.

    Is there any information on the internet from an official source or legal advice website on the procedures of resigning? I've searched companies house website but found nothing.
    Also is a letter of resignation a legal requirment?

    (I write "Director 1, Director 2" because it is not me in the situation. But I need to info for someone else)

    Thank you very much
    Last edited: Aug 22, 2009
  2. mahutchinson

    mahutchinson UKBF Regular Free Member

    Posts: 1,060 Likes: 109
    Resignations are not resolved at board meetings as they are negative actions. It is good practice, however, to note a resignation at the next meeting. If a director resigns they should of course inform the board of their intention as the board needs to arrange the administration but there is no procedure to agree or disagree with the action unless there are some relevant restrictions in the articles or a shareholder agreement. Best practice would have the resignee write a letter of disclaimer, stating that they are resigning and have no further claims on the company. A larger business may make a compromise agreement with the resignee, normally though if not leaving willingly. In practice however, the situation is often fraught and procedures and niceties are lost. The only legal parts of the procedure are the filing of the 288b and updating of the register of directors and (if relevant) directors' interests. If the director was an employee then there would be employment law procedures on top of that, more important though for redundancy than resignation. In a nutshell, if a director wishes to resign and has decided to do so, there is pretty much nothing that you can do about.
    Last edited: Aug 24, 2009
  3. Penpusher

    Penpusher UKBF Newcomer Free Member

    Posts: 13 Likes: 1
    A friend and Company Secretary of a small limited company has been 'resigned' with notice given to Companies House in retrospect. Is this possible?

    My friend and her partner started a service company with one other director in December 2008. Problems in their personal relationship caused a break up though she is still working for the company on a contract basis.

    The split was not entirely amicable and there was talk (only) of the possibility of her resignation. This was taken as a de facto resignation by her former partner who in September 2010 told her that he had informed Companies House of her resignation with effect from 30th November 2009 the end of the first financial period.

    The directors have no formal share agreement, everything was on trust, they had been together for 10 years and have two lovely boys, and no meetings were called to agree a dismissal or to formalise her 'resignation.

    Thoughts anyone?
  4. mookgirluk

    mookgirluk UKBF Contributor Free Member

    Posts: 109 Likes: 35
    Check the company's articles. If she was only a Company Secretary then normally the directors will have full power to appoint and remove them as they see fit. However her cessation as company secretary would be a completely separate matter to her resignation or dismissal as an employee of the company.
    • Thanks Thanks x 1
  5. Penpusher

    Penpusher UKBF Newcomer Free Member

    Posts: 13 Likes: 1
    Thanks Mookgirl, the articles are standard as far as I know remember this was a personal relationship before it became a business so correct company procedures may not have been adhered to when it came to setting up the business. The issue is whether the former partner acted correctly in advising Companies House of her resignation at a date when clearly she had not resigned and without any procedures having been followed.