A director can generally resign at any time by giving written notice to the company. The resignation does not require approval from the board of directors or the shareholders, but it may be preferable for the directors or shareholders, as appropriate, to accept the resignation by resolution in order to subsequently replace the resigning director.
It is recommended that the resignation be submitted in writing to the corporation, generally addressed to the board of directors. The notice should clearly state the date on which the director wishes their resignation to take effect. In Quebec, the resignation takes effect on the date the corporation receives the written notice or on the later date indicated therein. For a federally regulated corporation, it takes effect on the date the written resignation is sent to the corporation or on the later date indicated therein.
Once the resignation has been submitted, certain corporate formalities should be completed, including:
Depending on the circumstances, it may be necessary to appoint a new director to replace the resigning one, particularly to comply with the number of directors stipulated in the articles of association or the requirements of applicable law. The rules governing how to fill a vacancy may also vary depending on the jurisdiction and the circumstances.
It is important to understand that resignation terminates the director's functions for the future, but does not necessarily release them from responsibilities that may arise from actions taken or obligations incurred while they were performing their duties, subject to applicable laws.
In summary , if you wish to resign as a director, submit your resignation in writing to the company, clearly stating its effective date. The company will then need to update its corporate records and the information filed with government authorities and, if necessary, appoint a new director.