# Playbook: Handle a director resignation > The full cessation flow — verify the board stays compliant, draft the resolution, get four-eyes approval, collect signatures, file with ACRA and update the register. _Updated 2026-07-11_ Source: /help/scenarios/director-resignation **In short:** Create a director-resignation task, let CorpSec AI check the company will still have a locally resident director, draft the directors’ resolution, route it for four-eyes approval, collect signatures via a signing link, file the cessation with ACRA within 14 days, and update the register. The workflow carries each step for you. > **Note:** For the underlying Singapore rules (the 14-day ACRA deadline and the resident-director requirement), see the compliance guide How to file a director resignation with ACRA. This playbook is about doing it inside CorpSec AI. ## When you meet this A director tells the company they are stepping down — by retirement, a board reshuffle, a dispute, or because they are moving on. As the corporate secretary, you record the cessation, get it filed with ACRA in time, and make sure the change does not tip the company below a statutory minimum. The classic trap is the last locally resident director: if the person leaving is the only director ordinarily resident in Singapore, the resignation cannot simply be filed — a replacement must be in place first. ## Legal basis These are the Singapore provisions in play. They come from CorpSec AI’s verified citation table; this is general information, not legal advice. - Resident-director floor: a company must have at least one director who is ordinarily resident in Singapore — section 145(1) of the Companies Act 1967 (verified). A resignation must not leave the company without one. - The resolution: the directors’ resolution recording the cessation derives its authority from the company’s constitution (Model Constitution regulation 71 by default under the Companies (Model Constitutions) Regulations 2015), not from a Companies Act section (verified). - Filing deadline: the cessation is lodged with ACRA within 14 days of the resignation taking effect (Companies Act 1967). > **Note:** If the resigning director also holds shares or is the secretary, further steps may apply — see the share transfer and secretary change playbooks. For the underlying rules, see ACRA & the Companies Act 1967. ## Before you start — prerequisites, materials & parties Line these up before drafting, so the cessation is clean and does not stall: - Prerequisites: the client's CDD is passed (the hard gate); the current register of directors so you can see whether the resigning director is the last locally resident one; and the resignation itself (a letter or notice) with the intended effective date. - Materials: the resignation letter/notice, the director's details as they appear on the register, and — if a replacement is needed — the incoming director's particulars and CDD. - Parties: the resigning director, the continuing directors (who pass the resolution), any incoming replacement director, and — if the resigning director is also a bank signatory or the secretary — the bank and the secretary role need handling too. ## Common pitfalls & edge cases The resident-director trap is the headline, but these catch people out too: - The resigning director is the only locally resident director. The resignation cannot simply be filed — a replacement ordinarily resident in Singapore must be in place first (section 145(1)). Handle the appointment and cessation together. - The resigning director is also the sole/only bank signatory. Filing the cessation without updating the bank mandate can leave the company unable to operate its accounts — sequence a bank mandate change alongside. - The resigning director is also the secretary. That is a second office to fill — a company must always have a secretary. Run a secretary change in parallel so neither office is left improperly vacant. - The resigning director holds shares. Resigning as a director does not transfer their shares — if they are also exiting as a shareholder, that is a separate share transfer (with its own stamp-duty and RORC consequences). - Backdating the effective date. The effective date should reflect when the resignation actually takes effect, not a convenient earlier date. Backdating a cessation is a red flag. - Sole director resigning. A company cannot be left with no directors — a sole director cannot simply resign into a vacuum; a replacement must be appointed. Confirm the mechanics with counsel for edge cases. > **Heads up:** A resigning director may wear several hats — director, secretary, bank signatory, shareholder. Check each one before filing the cessation, or the company can end up non-compliant or unable to operate. Not legal advice. ## Timing & sequence The filing deadline is the hard external date; the internal order protects compliance: - Appoint any needed replacement first → pass the cessation resolution → collect signatures → file the cessation with ACRA within 14 days of the effective date → update the register. - The 14-day ACRA window runs from when the resignation takes effect — do not let the filing step sit once signatures are in. - If a replacement director, secretary change or bank mandate change is needed, sequence them so the company never drops below a statutory minimum or loses account access. ## Step 1 — Create the task In the left panel click + New task, choose the company, and pick the director-resignation task type. Add a first instruction like "Process the resignation of David Lim, effective 31 July." CorpSec AI lays out the cessation workflow and opens the conversation. _[screenshot: A new director-resignation task open, with the workflow strip showing the steps ahead.]_ ## Step 2 — Verify the board stays compliant Before anything is drafted, CorpSec AI checks the important trap: a Singapore company must always keep at least one director who is ordinarily resident there. If this resignation would leave the company without one, you will be prompted to appoint a replacement first, so the appointment and cessation are handled together. > **Heads up:** Do not skip this. Filing a resignation that leaves the company below the resident-director minimum creates a compliance problem — CorpSec AI flags it so you catch it up front. ## Step 3 — Draft the resolution The AI drafts the directors’ resolution recording the cessation, using the company and director details. Review it in the Document tab. To change anything — the effective date, the wording — select the text and comment, and the AI makes just that edit. 1. **Let the AI draft** — The directors’ resolution appears in the Document tab. 2. **Check the effective date and details** — Confirm the director’s name and the date the resignation takes effect. 3. **Fix wording by commenting** — Select and comment on anything you want changed. ## Step 4 — Four-eyes approval The approval step routes the resolution to a colleague to sign off. Because of separation of duties, the approver must be someone other than whoever prepared it, and suitably senior. Until they approve, the step shows as "waiting on" them. > **Note:** If you are a solo firm, you will need a second, appropriately senior user to satisfy four-eyes on steps that require it. ## Step 5 — Collect signatures For the signing step, CorpSec AI creates a signing link for each signatory. Copy it and send it by email or WhatsApp. The signatory reviews the document, draws and types their signature, and submits. You can track who has signed and remind anyone outstanding. _[screenshot: The Signing tab showing the resolution’s signatories, each with a copyable sign link and a Signed/Pending status.]_ ## Step 6 — File with ACRA (within 14 days) The filing step is where the cessation is lodged with ACRA — this must happen within 14 days of the resignation taking effect. Filing is a statutory step and is always part of the workflow. Complete it and record the lodgement. > **Heads up:** The 14-day deadline is real and late filing can attract penalties. Do not leave the filing step sitting once signatures are in. ## Step 7 — Update the register Finally, the data-update step updates the company’s register of directors to reflect the cessation. When it is done, every step is complete — and the task’s status flips to Done automatically. The whole history, including the KYC gate, approvals and signatures, sits in the Activity log. ## Frequently asked questions ### What if the resigning director is the only local director? CorpSec AI flags it during verification. You should appoint a replacement locally resident director first and handle the appointment and cessation together, so the company never falls below the minimum. ### How fast do I need to file? Within 14 days of the resignation taking effect. The filing step is built into the workflow so it is not forgotten, but you still need to complete it promptly. ### Why can’t I approve my own draft? Four-eyes approval. The approver must be a different, suitably senior colleague — the person who prepared the resolution cannot also sign it off. ## Related - [Appoint a director](/help/scenarios/director-appointment) - [Change the bank mandate](/help/scenarios/bank-mandate-change) - [ACRA & the Companies Act 1967](/help/regulatory/acra) - [CSP business scenarios](/help/business-scenarios) - [Director resignation — the rules](/resources/director-resignation-singapore)