If i am a director of a private limited company, can i resign from my director position using a resignation email ?

Is there any chance that the company could take legal actions just because there was not any signed written letter ?

Update: About the second question, here's an example scenario.

  1. Lets say i am a director of a pvt. ltd. company.
  2. Resignation is given via an email directly to the CEO (who holds 100% of shares) with a notice period of two weeks.
  3. By now, notice period is ok.

Company background

  1. The company provides a service to customers as a lifetime service.
  2. Due to some reason, company can't proceed with those already provided services.
  3. This service failures are being occurred after my notice period.
  4. Now, CEO says, even if i send the resignation letter he did not accept it, i am still liable to the company and its services.
  5. Though he previously said send an email as a resignation letter then go.
  6. Also before my resignation, another director resigned only using a resignation email.
  7. I have only signed usual director registration form and some other documents that needs to create company's bank account.

2 Answers 2


Typically, the procedures for resigning from a director position are set forth in the bylaws of the organization. Ideally, they should be followed strictly. The Secretary of the organization or its attorneys, should have a copy of the bylaws.

Ordinarily, the bylaws would be written in a manner that confirms to the mandatory requirements of the relevant statutes. But, if it doesn't, the statutes must be complied with as well.

Without knowing the jurisdiction under which the company is organized, its exact entity type, and the language of its bylaws, it isn't possible to know if submitting a resignation by email is sufficient or not.

The second questions is deeply confused.

Normally, the only legal consequence of an ineffectual resignation from the board of directors of a company is that you continue to be a director until you resign properly. And, ordinarily, you incur no legal liability for being a member of the board of directors who doesn't attend meetings and doesn't cast votes in that capacity.

There is normally no adjudication of whether your resignation is effective or not until there is a lawsuit of some kind in which your status as a director at a particular time is a relevant and disputed point.

Now, CEO says, even if i send the resignation letter he did not accept it, i am still liable to the company and its services.

This makes no sense.

Generally speaking, someone isn't liable to the company for anything merely because they are on its board of directors. And, if you already did something improper while serving on the board of directors that would give rise to liability, resigning wouldn't purge you of that liability.

The whole point of having a company is to insulate shareholders and directors of the company from legal liability for the company's activities.

they should inform secretary about this and he should file these proper documents to authorities, right ?

Ordinarily, a list of directors would be maintained in the internal records of a company and wouldn't be shared with any authorities, although this differs greatly from jurisdiction to jurisdiction.

  • Good answer, but the bylaws may not be the only authority benjamin c needs to consult; some jurisdictions have special rules. For example, Germany requires a written resignation notice, and I could not find an exemption for director-level positions (although it could), nor could I find any information if an email would constitute "written notice". This answer also does not respond to the second half of the question.
    – sharur
    Oct 5, 2018 at 22:02
  • @sharur The second question is too vague to answer.
    – ohwilleke
    Oct 5, 2018 at 23:53
  • @ohwilleke hello sir, thank you for the response, for the 2nd question i updated the question, could you please see it an give any advice ?
    – benjamin c
    Oct 6, 2018 at 3:27
  • @sharur hello, thanks for the response, can they just ignore this email ? they should inform secretary about this and he should file these proper documents to authorities, right ?
    – benjamin c
    Oct 6, 2018 at 3:30
  • @ohwilleke one more Q; you mentioned if i did improper thing while serving on the board, may i ask what kind of improper things ? the only improper thing was, i did not handover one document before send resignation email (i forgot to submit that), later i submit it through an email, nothing else, do i need a confirmation from company saying that i'm no longer a director ?
    – benjamin c
    Oct 17, 2018 at 5:51

Directors of Australian companies owe a fiduciary duty to the company and are liable for any acts or omissions as a director while a director - even if you didn’t know - as a director, you should have known. It is a defence if you can demonstrate due diligence in your conduct as a director. Resigning doesn’t absolve you of liability for things that happened while you were a director

s203A of the Corporations Act says “A director of a company may resign by giving a written notice of resignation to the company at its registered address”. Your email would qualify.

The company is obliged to notify the regulator ASIC of the resignation but it is effective even if this doesn’t happen.

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