Trustee resignation

The rule: the governing document decides, then the law fills the gaps

The governing document comes first. The Charity Commission's The essential trustee (CC3) says trustees must follow any rules in it about “how long appointments last and whether a trustee can be re-appointed” and “how trustees can resign or be removed”. Where it says nothing, the law fills the gap: “companies must comply with company law provisions for appointing and removing directors”, “unincorporated charities must comply with Trustee Act 1925 provisions”, and “CIOs must include provisions in their constitutions for appointment and removal of trustees”.

The Commission's guidance Charity trustees: resignation and removal sets out the general position on resignation: “Generally, trustees are able to resign before the end of their set term. The trustee will need to put their resignation in writing.” It attaches one condition: “Make sure you have enough trustees to run your charity. If your governing document states a minimum size for your trustee board, make sure you don't go below that number. Find and appoint a new trustee before the retiring trustee leaves.”

The same guidance explains what happens when a governing document is silent on terms: “If your governing document doesn't specify a length of service, trustees continue in their role until they die, resign or are removed.” Where it does set a term, “A trustee who has reached the end of their set term can be re-appointed for another term, unless your governing document says otherwise.”

How a trusteeship ends

There are more routes out than most boards realise, and each leaves a different record:

1. The end of a term of office. The trustee retires by rotation or at the end of a fixed term, often at the annual general meeting; in a membership charity, NCVO notes, a trustee “may be unsuccessful in seeking re-election”. The voluntary Charity Governance Code suggests “Fixed terms for trustees to enable board renewal – no more than nine years unless evidence of exceptional reasons”, and that “The appointment and retirement cycle of trustees is mapped and enables timely management of succession”.
2. Resignation. The trustee gives written notice, in the way and with the notice period the governing document requires.
3. Removal under the governing document. Many constitutions let the board or the members remove a trustee, for example for missing a set number of meetings or by a vote. The Commission's guidance says “You usually need a good reason to remove a trustee, such as if they have done something that damages your charity's reputation.”
4. Removal of a company director by the members. Section 168 of the Companies Act 2006 says “A company may by ordinary resolution at a meeting remove a director before the expiration of his period of office, notwithstanding anything in any agreement between it and him.”
5. Replacement under the Trustee Act 1925. For an unincorporated charity whose governing document has no procedure, section 36 of the Trustee Act 1925 allows a replacement where a trustee “remains out of the United Kingdom for more than twelve months, or desires to be discharged from all or any of the trusts or powers reposed in or conferred on him, or refuses or is unfit to act therein, or is incapable of acting therein”.
6. Disqualification. A person who becomes disqualified under section 178 of the Charities Act 2011, for example through an undischarged bankruptcy or an unspent conviction for an offence involving dishonesty or deception, must stop acting: section 183 makes it an offence “to act as a charity trustee or trustee for a charity … while disqualified”, with a narrow exception for some disqualifications in companies and CIOs.
7. Removal by the Commission. Under section 80 of the Charities Act 2011, the Commission may remove a trustee who, among other grounds, “is incapable of acting because of mental disorder”, or “cannot be found” or “does not act”, where “the trustee's absence or failure to act impedes the proper administration of the charity”. Once the Commission has opened an inquiry and is satisfied both that there has been misconduct or mismanagement and that it is necessary or desirable to act to protect the charity's property, section 79 allows removal of a trustee “who has been responsible for the misconduct or mismanagement”, who knew of it “and failed to take any reasonable step to oppose it”, or “whose conduct contributed to it or facilitated it”.
8. Death. NCVO's Removing trustees notes that “The role of the trustee does not pass to another individual in this situation.”

Resigning as a trustee: the letter, the timing and the quorum

A trustee resignation letter does not need to be long. It should name the charity and its registration number, say plainly that the writer resigns as a trustee (and, for a charitable company, as a director), give the date the resignation takes effect, and be signed and dated. Send it to the person or address the governing document names, often the chair or the secretary, and ask for an acknowledgement. Check the governing document for a notice period or a rule that a resignation only takes effect when accepted, and follow it.

Timing is mostly about the quorum. The Commission's Finding and appointing new trustees (CC30) says: “Always have enough trustees to form your quorum for trustee meetings. Take extra care about this when trustees are leaving your charity.” CC30 adds that “You cannot usually make valid trustee decisions at meetings that are not quorate”, so check what the governing document allows a board below its quorum or its minimum number to do. Where several trustees reach the end of their terms at the same AGM, plan the recruitment a year ahead.

Unincorporated trusts have an extra rule. Where there is no power in the governing document, section 39 of the Trustee Act 1925 lets a trustee retire without a replacement only if “there will be either a trust corporation or at least two persons to act as trustees”, by a deed declaring that they wish to be discharged, with the co-trustees consenting by deed. The Commission's guidance adds: “Always have at least 2 trustees if your charity holds land.”

Some trustees resign because they disagree with a decision. CC3 says that a trustee who strongly disagrees “can ask for your disagreement to be recorded in the minutes of the meeting”; one who thinks fellow trustees are acting in breach of duty “should discuss the matter with the chair or your fellow trustees. If you are still concerned, contact the Commission. Ultimately, you may feel that you have to resign in order to distance yourself from the decision.” In that situation, put the reason in the resignation letter and keep a copy. Resigning during a Commission inquiry does not necessarily end the matter: once the Commission has given notice of its intention to remove someone, section 79(5) allows it to “proceed to make the order even though the person has ceased to hold the office”.

Removing a trustee who does not want to go

Removal is rarer than resignation, and most boards never use it. NCVO observes that where a board seeks to dismiss a trustee, “In many of these cases, the trustee will decide to resign and dismissal won't be necessary”, and that “removing trustees isn't always the solution. Your board should seek to rebuild constructive relationships, through mediation if necessary.” The Commission's guidance also suggests considering mediation.

Where removal is necessary, the route depends on the charity's form:

• Any charity with a removal clause. Follow it exactly: who may propose removal, the notice the trustee must be given, the chance for them to respond, the majority required and who votes. A removal that does not follow the clause can be challenged.
• A vote of no confidence. The Commission's guidance is precise: a vote of no confidence “could be part of your charity's rules for removing a trustee, or written into its governing document. If it isn't part of your charity's rules, the vote has no legal power and the trustee won't have to resign.”
• A charitable company. The members can remove a director under section 168 of the Companies Act 2006 “regardless of what else is written in your articles of association”, as the Commission puts it. Special notice is required: under section 312, “at least 28 days before the meeting at which it is moved”. Under section 169 the director “is entitled to be heard on the resolution at the meeting” and may circulate written representations, and section 288 provides that a section 168 resolution “may not be passed as a written resolution”.
• An unincorporated charity with no procedure. Section 36 of the Trustee Act 1925 may allow a trustee who refuses or is unfit to act to be replaced. Take advice before relying on it.
• The Commission. Where none of these works, the Commission has the powers in sections 79 and 80 of the Charities Act 2011. A person removed by the Commission under section 79(4) for misconduct or mismanagement is disqualified from acting as a trustee anywhere (Case D in section 178), and CC30 tells boards to check the register of removed trustees before appointing anyone.

Whatever the route, minute the reasons, the procedure followed and the vote, and give the trustee a written note of the decision. If the matter is contested, that record is what shows the board acted within its powers and fairly.

After a trustee leaves: the minute, the registers and the handover

Once a trustee has gone, a short checklist covers the legal notices and the practical ones:

1. Minute it. Record the resignation, retirement or removal, the date it took effect and, for a removal, the procedure followed. Keep the resignation letter with the minutes.
2. Update the register of charities. CC30 says the charity “must update your charity's register page using My Charity Commission Account. Add the details of the new trustee and remove those of any trustees who have left”. The resignation guidance says to do so “either in your annual return or online”; doing it promptly online keeps the public register accurate.
3. Tell Companies House, for a charitable company. GOV.UK's guide to making changes to your limited company says “You must tell Companies House within 14 days if you make changes to” the company's directors.
4. Update the CIO's register of trustees, for a CIO. The Charitable Incorporated Organisations (General) Regulations 2012 say “The CIO must make an alteration to the register of members or register of charity trustees within 28 days of the date on which the event necessitating the alteration occurs.”
5. Change bank mandates and remove the trustee as a signatory, and remove their access to online banking, shared drives, the charity's email and any board messaging group on the day.
6. Update title to land if the trustee is named on title deeds. The Commission says “There is a set legal procedure for this and you can take professional advice.”
7. Arrange a handover if the trustee held a role such as chair, treasurer or the charity's contact with the Commission; the Commission's guidance applies this “If the retiring trustee had some special responsibilities”. The Commission suggests the leaving trustee might hand over “the charity's password for the Commission's website”, train others “in how to complete the annual return”, and tell “the Commission your named contact has changed”.
8. Recover charity information. Ask the trustee to return charity documents and confirm in writing that board papers and personal data held on personal devices or accounts have been deleted. Our guide to trustee email retention covers the mailbox, and our trustees WhatsApp group guide what happens to group messages.
9. Update the register of interests, the website and any funder or bank records that name the trustees, and plan the replacement, starting from the skills and experience the departing trustee brought and the board's latest skills audit. The trustees' annual report for the year must still list the departed trustee: paragraph 1.55 of the Charities SORP 2026 requires “the names of all those who were the charity's trustees on the date the report was approved, or who served as a trustee in the reporting period”.

A short exit conversation is worth having when a trustee leaves on good terms. The Code expects “Trustees have ample opportunities to provide feedback on the way the board works and how it can be improved”, and a departing trustee is often the most candid source of it.

The resignation that arrived by message

Resignations are rarely as tidy as the checklist. A trustee falls out with the chair over the chief executive's pay. The argument runs over a weekend in the trustees' WhatsApp group, then into direct messages. At eleven on Sunday night the trustee posts “I'm done, consider this my resignation” and leaves the group.

Every part of that is now a record the charity may need. The message is the only evidence of when the resignation was given, and whether it is valid notice depends on what the governing document says about how notice must be given. The exchange before it is the only account of why the trustee went: a disagreement about a decision, a concern about governance the Commission might later ask about, or a complaint about how they were treated. And the trustee who left the group still has every message the board ever sent in it, including papers, names and opinions, on a personal phone the charity cannot reach.

The steps in section 05 can be done. The board can ask for the resignation to be confirmed by letter, minute the date, and ask the trustee to delete what they hold. What it cannot do is produce, from its own records, the conversation that led to the departure, because it never held a copy.

A question for the next board meeting: if a trustee resigned tonight by message, would we know the date it took effect, hold a copy of the reasons they gave, and be able to stop the board's papers and personal data leaving with them?

Questions people ask

What is the format for a trustee resignation?

A trustee resignation should be in writing: the Charity Commission says “The trustee will need to put their resignation in writing.” A short signed and dated letter or email naming the charity, stating that the writer resigns as a trustee (and as a director, for a charitable company) and giving the date it takes effect is enough, sent to whoever the governing document names.

How do you stop being a charity trustee?

A charity trustee stops being a trustee by resigning in writing, by reaching the end of a set term without being re-appointed, by being removed under the governing document, company law or the Charity Commission's powers, or by death. A trustee who becomes disqualified under section 178 of the Charities Act 2011 must stop acting, because acting while disqualified is an offence under section 183.

Can a charity trustee be sacked?

Yes, but only through a route the law or the governing document provides: a removal clause in the governing document, an ordinary resolution of the members of a charitable company under section 168 of the Companies Act 2006, or an order of the Charity Commission. A vote of no confidence that is not part of the charity's rules “has no legal power and the trustee won't have to resign”, according to the Commission.

Can a trustee resign if it leaves the board below its minimum number?

The Charity Commission says boards should not let that happen: “If your governing document states a minimum size for your trustee board, make sure you don't go below that number. Find and appoint a new trustee before the retiring trustee leaves.” For an unincorporated trust relying on section 39 of the Trustee Act 1925, a trustee can retire without a replacement only if at least two persons, or a trust corporation, remain.

Official guidance and your next step

Start with your governing document, then the Charity Commission's Charity trustees: resignation and removal, section 3 of The essential trustee (CC3) and Finding and appointing new trustees (CC30). The legislation is on legislation.gov.uk: sections 36 and 39 of the Trustee Act 1925, sections 168, 169 and 312 of the Companies Act 2006, and sections 79, 80, 178 and 183 of the Charities Act 2011. Quotations are from those sources as published on 3 October 2026.

This guide is a summary for charities in England and Wales, not legal advice. Removing a trustee against their will, or any departure that affects land held in trustees' names, is the point to take advice on the specific governing document. Scottish charities should follow OSCR's guidance and Northern Ireland charities the Charity Commission for Northern Ireland's.

Then do one thing: open your governing document at the clause on retirement and removal, and write down the notice it requires, the minimum number of trustees and the quorum, before the next resignation tests them.