Section 168 of the Companies Act, 2013 (Act) relates to “resignation of director”. It states that a director may resign from his office by giving a notice in writing to the company. The Board of Directors shall on receipt of such notice take note of the same and the company shall intimate the Registrar of Companies in such manner, within such time and in such form as may be prescribed. The Board of Directors shall also place the fact of such resignation in the report of directors laid in the immediately following general meeting by the company.

Let’s have a Discussion About the Checklist of Compliances for Resignation of Director:

  • Mode of resignation: A director may resign from his office by giving a notice in writing to the company i.e. the Board of Directors of the company. Therefore, resignation of a director cannot be oral. E-mail communication or letter addressed to the company is a valid mode of communication.
  • Approval of Board of Director: The approval of Board of Director is mandatory in case of Resignation of Director, only “noting in minutes” is required not the approval of Board of Director
  • Form Filing: The company shall intimate the Registrar of Companies in such manner, within such time and in such form as may be prescribed. The company shall within 30 days from the date of receipt of notice of resignation from a director, intimate the Registrar of Director in Form DIR-12
  • Reporting in Board’s report: The Board of Directors shall also place the fact of such resignation in the report of directors laid in the immediately following general meeting by the company i.e. necessary disclosures in the Board’s Report.
  • Intimation to Registrar of Companies: Director may also forward a copy of his resignation along with detailed reasons for the resignation to the Registrar of Companies within thirty days of resignation in Form DIR-11 along with prescribed fees.
  • Effective date of resignation: The resignation of a director shall take effect from the date on which the notice is received by the company or the date, if any, specified by the director in the notice, whichever is later.

Attachment Required in Form DIR-12 (For Resignation of Director):

  • Certified True Copy of the Board Resolution
  • Resignation Letter of Director
  • Evidence of Cessation (if any) 

Attachment Required in Form DIR-11 by the Director

  • Notice of Resignation filed with the Company
  • Proof of Dispatch
  • Acknowledgement received from the Company (if any)