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Resignation of Director

Director of a company is a person elected by the shareholders for managing the affairs of the company as per the Memorandum of Association and Articles of Association of the company. Director in a company may need to resign or the Board of Directors or Shareholders may want to remove a Director for any reasons. In such cases, a Director can resign or be removed by filing the intimation of change of Director with MCA.

The procedure for resignation of director and removal of Director by the Board or Shareholders vary. A Director can resign from a company by giving a notice in writing to the company and the Board is required to file the necessary filings with MCA within 30 days. A Director can also send a copy of the resignation letter to the ROC directly by filing a different set of forms.

Companies duty on receiving Directors resignation letter

Once the company receives the resignation letter, and the Chairman of the Board has noted it, a letter must be sent to the resigning Director that his/her resignation letter has been received. The Company must also file with the ROC e-Form DIR-12 about the resignation of the Director from the Company. Once, the ROC is informed, in the subsequent Board Meeting, the letter of resignation of the Director is placed before the Board and that fact would be recorded in the minutes of the meeting.

Liability of Director after resignation

After a Director has tendered his/her resignation and the Board has accepted the resignation, the Director cannot be held liable for liabilities incurred by the company after the date of acceptance of resignation. However, a Director who has resigned shall be liable even after his/her resignation for any offenses which occurred during his/her tenure as Director of the Company.


Documents Required for Director Appointment

Documents required from Director

Resignation Letter.

Documents required from Company

Board meeting Resolution for Resignation, Minutes and Resignation Acceptance Letter.


Registered FAQ

What is Resignation Letter from Director?
When the Director has to resign he officially submits a letter to the Company to inform about his resignation, this is called a resignation letter
What is Resignation Acceptance Letter from Company?
When the Company formally accepts the Resignation of the Director the document is known as Resignation Acceptance Letter.
What is the fees and charges for Resignation a director?
The fees for filing Form DIR-12 within time limit is
Nominal Share Capital Fee applicable
Less than 1,00,000 Rupees 200
1,00,000 to 4,99,999 Rupees 300
5,00,000 to 24,99,999 Rupees 400
25,00,000 to 99,99,999 Rupees 500
1,00,00,000 or more Rupees 600
What is the difference between Resignation of Director and Removal of Director?
Resignation is a voluntary process initiated by the Director himself and Removal of Director is a forceful act of removing the Director by the Company.
When there are only two directors in a Company, can one director resign from the company?
No. First an Additional Director has to be appointed and then resignation can be initiated.
Is there any Liability after Resignation from Directorship?
The Resigning Director is only liable for any non-compliance during his tenure as director and not for anything after his resignation.
Different situations on which director may leave the Company
Retirement of Director, Death of Director, Disqualification or Ineligibility to act as director, Director Resignation, Removal of Director
What is the procedure for intimating roc about the changes among managing director, directors, manager, ceo, and secretary of the company?
A company can intimate changes among managing director, directors, manager and secretary of a company by filing Form DIR-12 with ROC within 30 days from date of such change takes place.
Which form is required to file for resignation of director in the personal capacity?
Form DIR-11 is required to file for resignation of director within 30 days from the date of resignation with the prescribed fee.