Stepping down as a director

J

jimmyd

Registered User
Messages
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I am 1 of 4 directors in a small private limited company - How can i step down as a director as i would prefer to be just a shareholder.
 
Firstly you have to have board meeting to agree to your resignation.
Then you need to write a letter of resignation
Thirdly you need to complete a form for the CRO - can't remember offhand - think it is a B10, and this has to be signed by one of the directors and submitted to Companies House.
Your accountant will advise you of the full procedure.
 
Yes - B10 is the change of director form. and/or the CRO probably has information on this but the rules (memo and/or articles of association) of the company are most likely relevant too.
 
Domo said:
Firstly you have to have board meeting to agree to your resignation.
Click to expand...

Can this really be the case? Suppose other board members were unavailable through illness, holiday or whatever. Does this mean one couldn't resign until they returned? This is not at all an unlikely scenario, many companies have only the minimum requirement of two directors.
 
Domo said:
Thirdly you need to complete a form for the CRO - can't remember offhand - think it is a B10, and this has to be signed by one of the directors and submitted to Companies House.
Click to expand...

The B10 is a duty of the company to complete, not a person who has resigned or is in the process of resigning. It must be completed and certified by a current officer of the company.
 
You don't need a Board Meeting to resign. Just send a signed letter of resignation to the Board of the company, and they will NOTE your resignation and will then be obliged to file a B10 at the CRO. If this B10 is not filed, there is a complicated procedure whereby you can file your own resignation (a B69) but this is a last resort option.
 
Do bear in mind that if you resign as a director while remaining as a shareholder, you will be considerably adding to the responsibilities of the other directors - where a company have shareholders who are not directors, it is necessary for the directors to exercise much more caution and prudence in running the company than would otherwise be necessary - on the basis that the directors have a particular duty of care to any shareholders that do not have a direct presence in the boardroom, so to speak. Any failure to properly observe this duty of care may have nasty implications for them if anything goes wrong in the future.

Because of this, it should be only fair to the other directors to discuss with them your plans to resign, in advance of so doing.
 
A B10 has to be signed by at least one other sitting director if I recall correctly so chances are the others will hear about it that way anyway if you don't tell them otherwise.
 
Yes, A B10 document must be signed by an existing director in order for the OP to resign. However, if for any reason an existing director won't authorise the resignation, then the OP can file a B69 form with the CRO to resign himself as director without another directors consenting signature. However, certain procedures must be followed prior to filing the B69 i.e. sending letters to existing directors notifying them of the resignation, and having proof of these letters.
 
Filled in the form online and sent it off - I then was prompted to print a signature form and post it to them. Got it signed by another director.
Relief!!
 
Just downloaded a B10, I can only see where the details of the new director go, where do I indicate that I wish to retire?
 
The company secretary can also sign the B10. You don't need to hold a board meeting when a director retires / resigns. S/he should write a letter of resignation to the board. the secy or another director signs the B10. But the resignation should be noted in the minutes of the next board meeting
 
I put my letter of resignation in the hands of the other director but it seems he has done nothing about it.

If I go ahead and send a B69 to the CRO what problems will this cause for the one remaining director (who is also the secretary and sole shareholder)
 
Well you need to have 2 directors in a Ltd company AFAIK
So he will need to appoint a new director in your place on the B10
 
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