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Manager Resignation

The manager of a limited liability company may be dismissed or resign voluntarily. Despite the apparent simplicity, the procedure involves a number of legal nuances — especially in unilateral resignation cases where the company does not cooperate with registering the change.

Resignation by General Meeting resolution

The most straightforward way to release a manager is through a General Meeting resolution. The manager submits a request to the shareholders, who convene a General Meeting and adopt a resolution for:

  • Release of the incumbent manager
  • Appointment of a new manager
  • Adoption of updated articles of association

Important: the company cannot remain without a manager under this option. The resolution to release and the resolution to appoint a new manager are usually adopted simultaneously.

Unilateral resignation under Art. 141, para. 5 of the Commercial Act

The manager has the right to resign unilaterally by submitting written notice to the company. From receipt of the notice, the company has 1 month to register a new manager in the Commercial Register.

If the company fails to fulfil this obligation within the one-month period, the manager has the right to file for their own deregistration from the Commercial Register. This is the only case where the company may remain without a registered manager — the Commercial Register will accept the deregistration.

Practical considerations

Unilateral resignation is a last resort that should be carefully considered. The manager continues to bear liability for their actions during their term, even after deregistration. We recommend that the procedure be accompanied by an express discharge from liability protocol, where possible.

Timeline

For resignation by GM resolution — the procedure is completed within 5–7 business days. For unilateral resignation — the minimum period is 1 month (for the notice), plus time for filing the deregistration application and the Commercial Register's decision.

Required documents

  • Written notice to the company
  • General Meeting resolution (for resignation by resolution)
  • Deregistration application (for unilateral resignation)
  • Declarations under Art. 141 of the CA and Art. 13, para. 4 of the CRA

Frequently asked questions

What happens if the company refuses to register a new manager?
If the company does not register a new manager within 1 month of receiving the notice, the departing manager acquires the right to file for their own deregistration from the Commercial Register. In this case, the company remains without a registered manager, which limits its ability to conduct commercial activity.
Does the manager bear liability after deregistration?
Deregistration from the Commercial Register terminates the manager's representative authority going forward, but does not release them from liability for actions during their term. For full discharge from liability, an express General Meeting resolution (decharge) is required. Without such a resolution, former managers may be held liable years after their departure.
Can the manager also be a shareholder?
Yes, the manager can simultaneously be a shareholder in the company. In such case, resignation as manager does not affect their membership as a shareholder — the two capacities are independent of each other. If they wish to terminate both, separate procedures must be conducted.

Need assistance?

Our lawyers can assist you with manager resignation — both with document preparation and with representation before the Commercial Register for unilateral deregistration.

Related services

Change of Manager

Manager replacement by GM resolution

Shareholder Resignation

Voluntary or unilateral withdrawal

Liquidation

Company termination and liquidation