Quick Answer
To resign as a company director, you must submit a written resignation letter to the board. Following this, the company must file E-Form DIR-12 with the Registrar within 30 days. The director must also personally file E-Form DIR-11 to update their end date on MCA Master Data.
So you’ve or your partner director have decided to hang up the boots and resign as a director, an instance of unexpected director resignation after company registration
You took the time to decide and make this tough decision.
After long and grueling months of evaluating pro’s and con’s you’re finally decided to resign as director
But before you can proceed any further, you need to name your startup company.
The following are the steps to resign as director form a company
Existing company is required to file an eForm DIR-12 for director resignation with the Registrar, within 30 days from the date of appointment/ resignation and of any change taking place in their designations.
Sections 7(1)(c), Section 168 & 170 (2) of the Companies Act, 2013 and Rule 17 Of Companies (Incorporation) Rules, Rule 8, 15 & 18 of Companies (Appointment and Qualification of Directors) Rules, 2014
Section 168:
(1) A director may resign from his office by giving a notice in writing to the company and the Board shall on receipt of such notice take note of the same and the company shall intimate the Registrar in such manner, within such time and in such form as may be prescribed and shall also place the fact of such resignation in the report of directors laid in the immediately following general meeting by the company:
Provided that a director shall also forward a copy of his resignation along with detailed reasons for the resignation to the Registrar within thirty days of resignation in such manner as may be prescribed.
(2) 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:
The director who has resigned shall be liable even after his resignation for the offences which occurred during his tenure.
Section 170(2):
(2) A return containing such particulars and documents as may be prescribed, of the directors and the key managerial personnel shall be filed with the Registrar within thirty days from the appointment of every director and key managerial personnel, as the case may be, and within thirty days of any change taking place.
Rule 15:
The company shall within thirty days from the date of receipt of notice of resignation from a director, intimate the Registrar in Form DIR-12 and post the information on its website, if any.
Conclusion
The outgoing director and the company needs make the documents and process very clear to avoid future litigations and issues, file all the documents and keep the records clean to avoid regrets later
In case of any help or assistance in filing your director resignation, contact Virtual auditor support team on 9962260333 / mail us support@virtualauditor.in, out team wil guide through the entire process and help you comply
To resign, prepare a written resignation letter stating your reasons. Physically deliver the letter to get an acknowledgement or send it via registered post. Ensure you hold all your share certificates, then prepare and submit E-Form DIR-11 to update your status in the MCA Master Data.
According to the Companies Act, 2013 and associated rules, a company is required to file E-Form DIR-12 with the Registrar within 30 days from the date of the director's resignation. This filing intimates the Registrar of the change in the company's directorship.
Yes, per Section 168 of the Companies Act, 2013, a director who has resigned remains liable for any offences that occurred during their tenure, even after their formal resignation has been processed and their name has been removed from the list of directors.
Once the company files E-Form DIR-12, the outgoing director's name is removed from the company's list of directors. This change can be verified by checking the MCA Master Data, ensuring the resignation is officially recorded with the Registrar as required by law.
Yes, under the Companies Act, 2013, a director must forward a copy of their resignation letter, along with detailed reasons for the decision, to the Registrar within thirty days of the resignation date, in addition to the company's own mandatory filings.