RESIGNATION OF DIRECTOR 

Section 168 of Companies Act, 2013 read along with Rule 15 & 16 of The Companies (Appointment and Qualifications of Directors) Rules, 2014 prescribes the detailed procedure for Resignation of Director.

Upon receiving a resignation letter from a director, the company shall immediately arrange for a Board Meeting and take note of the same. Further, the board shall authorize any director to inform the Resignation of Director to the Registrar of Companies. The director may also forward his resignation voluntarily to the Registrar of Companies which is completely optional. The detailed facts of such resignation must be disclosed in the board’s report which shall be displayed in the next general meeting.

Effective date of Resignation

The effective date of Resignation shall be the latest date among these two:

  • The date on which the notice is received by the company or
  • The date specified by the director in the notice.

The date which is later among the above two dates shall be considered for effective date.

Duty of Company after Resignation

Once the board takes note of the Resignation of Director, the company shall file an application in Form DIR-12 within 30 days to the Registrar of Companies to update the register of directors. Once the Form is approved, the register of directors shall be updated and the name of the director shall be removed from the Board of Directors.

Following Scanned Documents are mandatoryand shall be attached along with form:

  1. Notice of resignation is to be attached in case of cessation of a Director / Manager / Company Secretary / CEO / CFO.
  2. Evidence of cessation is to be attached in case of cessation of a Director / Manager / Company Secretary / CEO / CFO.
  • Any other information can be provided as an optional attachment(s).
  1. Change in Designation

As per Section 152 every Director shall be appointed in the General meetting. But as per section 161 (1), for immediate appointment of directors the Company as per Section 161 (1) appoints additional director, so such director should hold the office till Annual General Meeting. So change in designation can be done at AGM of the Company if such director was appointed as Additional Director and  within 30 days of AGM , the fresh Form DIR 12 again needs to be filled for change in designation from additional to whole time director.

Following Scanned Documents are mandatoryand shall be attached along with form:

  1. Approval of AGM or Board