Resigning as a director

Generally, when you resign or retire from being a director of a company, many of your legal obligations and requirements also cease. However, you may still be liable for your conduct when you were a director.

There are a number of ways you can resign as a director.

How you do this will depend on how your company is governed – for example, whether the company has its own constitution, if it has adopted the replaceable rules under the Corporations Act 2001 or if it is using a combination of both to manage its internal relationships and operations.

Whichever rules you adopt, you should follow the procedure set out in those rules to resign your position as a company director.

For instance, if you use the replaceable rules, you can resign as a director of a company by giving written notice of your resignation to the company at its registered office.

However, there are circumstances where certain companies do not need to have any formal set of rules to govern their internal relationships (e.g. if the company is a proprietary company with a single member who is also the sole director). Please see the special rules for sole director/member proprietary companies information on our Small Business Hub for more information on this topic.

You may choose to notify ASIC of your resignation directly, but this must be in the prescribed form (Form 370 Notification by officeholder of resignation or retirement) and be accompanied by the letter of resignation given to the company.

If you provide ASIC with this notice, the company is not obliged to. However, if you don’t provide the notice to ASIC, the company must inform ASIC within 28 days of the resignation or retirement. Again, the company must use the online form (Changes to company details) and lodge this with ASIC.

 

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Last updated: 17/05/2017 03:01