BOE-A-2026-6848 ·24 March 2026 ·Resolution Low impact
Corporate

Sole directors: right to unilateral resignation without General Meeting approval

The Directorate General for Legal Certainty and Public Faith establishes that a sole director has the right to unilaterally resign from their position (Art. 225 LSC). Although there is a duty of care to convene a general meeting to arrange a replacement and prevent corporate paralysis, the validity of the resignation does not depend on approval by the General Meeting (Art. 160.b LSC). Notification of the resignation is valid if sent to the company's registered office.

In 3 key points

  1. The director's right to unilateral resignation from their position (art. 225 LSC)
  2. The General Meeting's competence to appoint or remove directors does not affect the validity of the resignation (art. 160.b LSC)
  3. Resignation notification is valid if sent to the company's registered office (art. 235 LSC)

How it affects those involved

For sole directors, the right to resign unilaterally is confirmed, meaning the lack of General Meeting approval does not invalidate the resignation. However, they must act with minimum diligence by convening a meeting to appoint successors and avoid liability (Art. 225 LSC). For companies, notifying the resignation to the registered office is sufficient for it to be legally binding.

Lifecycle

2026-03-24PublishedPublished in the BOE
Official text Based on BOE data (boe.es). Information, not advice.
PDF on boe.es

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This analysis is informational only and does not constitute legal advice or create a client-adviser relationship. BM Consulting.
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