Can I remove myself as a Director

[watsonvert]

I have a Limited Company with two Directors including myself. I am also company secretary. I am in dispute with my fellow director who has been taking funds out of the business account which he is able to do, however, I am upseton moral grounds and wish to dissolve the business.

Am I right in thinking that I cannot resign without a board meeting and his written agreement?

[Catso]

I admit I don't know for sure, but it sounds unlikely that you have to have someone else's permission to resign.

If you are a director now, can't you just send off the resignation form to Companies House, signed by yourself, in the capacity of director?

[Postdog]

I don't know about now, because it may have all changed, but many years ago I was involved in company registration, and then there were things called Memorandum & articles of association, which was basically the company aims and the company rules, including details of what directors, how many, etc etc. Assuming this hasn't changed, see if you have a copy somewhere and look at what governs your situation.

[themas]

Companies Law comes into this, I think, and you might need to talk to a solicitor if you can't be certain any other way. You could try asking Companies House - they should at least be able to tell you what they require in order to update their record of directors, company secretary etc.

Common sense would indicate that no-one (and no body - such as the board meeting) could prevent you resigning, but I'm not sure of the legalities.

Dissolving the business is another matter. Are the shares owned 50:50 between you and the other director? If so, I don't know how you will resolve the issue if the other director does not agree to dissolution. If they are not owned 50:50 then I think any decision on dissolution will depend on the view of the majority shareholder, but this would have to be properly decided at a board meeting. If you resign as a director you will probably have much more difficulty influencing a dissolution decision than if you remain.