When a Director May Resign or Must Leave Office

Key Points

A resignation must comply with the constitution and leave at least one ordinarily resident director. The company reports it within 14 days. Disqualification can arise from bankruptcy, specified convictions, repeated filing failures or striking-off history. A disqualified director must notify the company and stop acting or managing without the required permission. The applicable period and permission route depend on the reason.

Separate Resignation, Reporting and Disqualification

For a voluntary departure, check the constitution’s resignation procedure and whether an ordinarily resident director will remain. As practical preparation, settle any necessary replacement arrangements before relying on a proposed departure date. A resignation letter does not remove the separate need to update ACRA’s records.

The company must report the resignation or disqualification within 14 days. If it fails to do so, the individual can notify ACRA through the Notice of Cessation route, with a separate notice for each affected company. Prepare the resignation notice and board acknowledgement or registered-article receipt. For disqualification, the supporting evidence may instead be a bankruptcy statement, court order or other relevant document. ACRA provides transaction-status enquiry and email updates; retain the filing acknowledgement as a practical handover record.

Disqualification is different from choosing to resign. The individual must give the company written notice and must not act as a director or directly or indirectly manage a company without the required permission. The permission route depends on the ground: bankruptcy cases involve the Official Assignee or private trustee, while other grounds may involve the High Court, ACRA or the Court. Check the applicable ground rather than assuming one permission route or one duration covers every case.

When the disqualification period ends, an appointment is still needed to return to the board. The company must notify ACRA within 14 days of that appointment; the passage of time is not itself a reappointment.