A departure from a board or an officer role should be documented with the same care as an appointment.
Written resignation stating the effective date and the positions resigned, delivered to the entity as the governing documents require. Ambiguity about whether someone resigned from the board, from an officer role, or from both is a recurring problem.
Reason. Where the departure follows a disagreement, the resigning person may wish to state the reasons in writing. For public companies there is a disclosure obligation and the departing director may furnish a letter.
Filings. Update registered agent and officer filings, banking resolutions, signature authorities, and any regulatory registrations naming the individual.
Access. Revoke systems access, return of property, and confirmation that no company data remains on personal devices.
Continuing obligations. Confidentiality, non-solicitation, cooperation in pending matters, and any post-employment restrictions, confirmed in writing.
Indemnification and insurance. Confirm that indemnification and advancement survive for prior service, and that directors and officers coverage continues, including run-off coverage on a sale.
Records. The departing person is entitled to nothing after departure in most jurisdictions, but may have inspection rights as a former director in some. Address it expressly.