Plain language law

New Zealand law explained for everyone

Companies Act 1993

Directors and their powers and duties - Appointment and removal of directors

157: Director ceasing to hold office

You could also call this:

“How a director can leave or be removed from their role”

You can stop being a director of a company in several ways. If you want to quit, you can resign by writing a letter and sending it to the company’s address. Your resignation starts when the company gets the letter, or at a later time if you say so in the letter.

You can also be removed from your director role if the company’s rules or the law say so. If you’re not allowed to be a director anymore because of certain rules, you’ll have to stop being one. Of course, if you die, you can’t be a director anymore. The company’s rules might also have other ways for you to stop being a director.

Even if you’re not a director anymore, you’re still responsible for things you did or decided when you were a director. The law still applies to those actions.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM320800.

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156: Removal of directors, or

“How a company can remove a director from their position”

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Part 8 Directors and their powers and duties
Appointment and removal of directors

157Director ceasing to hold office

  1. The office of director of a company is vacated if the person holding that office—

  2. resigns in accordance with subsection (2); or
    1. is removed from office in accordance with this Act or the constitution of the company; or
      1. becomes disqualified from being a director pursuant to section 151; or
        1. dies; or
          1. otherwise vacates office in accordance with the constitution of the company.

            1. A director of a company may resign office by signing a written notice of resignation and delivering it to the address for service of the company. The notice is effective when it is received at that address or at a later time specified in the notice.

            2. Notwithstanding the vacation of office, a person who held office as a director remains liable under the provisions of this Act that impose liabilities on directors in relation to acts and omissions and decisions made while that person was a director.