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This document can be used to resign from a position as an officeholder of a company (such as a position as a director or a secretary for the company).
This is different from a resignation from employment. If a person is resigning from employment, they may use our Letter of Resignation from Employment.
The document provides a simple template that enables a person to provide formal notice of their resignation and to clarify when that resignation will take effect.
How to use this document
It is important that any person intending to resign from their role as an officeholder checks the relevant rules for their company. The procedures that the person must follow will be set out in those rules. For example, if the company has a constitution, this might set out the relevant procedures that must be followed. If the company does not have a constitution, then the replaceable rules under the Corporations Act 2001 (Commonwealth) might apply. Alternatively the company might use a combination of a constitution and the replaceable rules.
In any case, it is very important that the relevant procedures are carefully followed. If they are not, then the officeholder might remain on the record as an officeholder of the company. This might result in them being found liable for matters that arise long after they thought they had left the company.
If in doubt about the procedures to follow, or about ongoing liability after resignation, seek legal advice.
Once the document has been prepared, it may be signed, and then may be delivered to the registered office of the company from which the officeholder is resigning (usually by mail or by hand delivery).
Once this document has been provided to the company, either the company or the officeholder will need to notify the Australian Securities and Investments Commission (ASIC) of the change in officeholders, within 28 days. This notice to ASIC must be in the prescribed form.
Please not that this Officeholder Resignation document is not intended to be sent to ASIC, as it does not meet their requirements as the "prescribed form". Instead, this Officeholder Resignation document is designed to be sent by the officeholder to the company from which they are resigning. Further information about notifying ASIC and about the prescribed form can be obtained from the ASIC website.
The Corporations Act 2001 (Commonwealth) (the "Act") applies to Australian companies.
Section 203A of the Act contains a replaceable rule which says that directors may resign by giving written notice of resignation to the company at its registered office. This Officeholder Resignation document may be used for that purpose.
Section 205B of the Act also requires a company to notify ASIC of any change in officeholders (such as the resignation of an officeholder, appointment of a new officeholder, change in address or change of name of officeholder). This notice must be provided within 28 days of the change, and must be provided in the prescribed form. This Officeholder Resignation document may not be used for that purpose.
Further information about notifying ASIC and about the prescribed form is available from the ASIC website.
If in doubt, seek legal advice.
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