DIRECTOR RESIGNATION A STEP BY SETP GUIDE FOR RESIGNING DIRECTOR AND THE COMPANIES COMPLIANCE

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.

How To Resign As Director From A Company?

The following are the steps to resign as director form a company

Prepare a resignation letter stating the reason for resignation
Physically hand over the resignation letter and get an acknowledgement
In case physical hand delivery is not possible , send via registered post acknowledgement due
In case you hold share in the company ensure that you hold all the share certificates
Prepare and Submit E Form DIR-11 along with above mentioned documents
One E form DIR -11 is filed your End Date would appear in the MCA Master Data

DIRECTOR RESIGNATION BEST PRACTISES FOR COMPANY AT THE TIME OF DIRECTOR REGISTRATION

Acknowledge the resignation from the out going director
Prepare notice for Convening for Board Meeting for approving the resignation of director
Prepare Draft agenda for the Board Meeting , for discussing and approving resignation of director
Pass a resolution for acceptance of resignation with majority of directors agreeing to the resolution of director resignation
Prepare and submit E Form DIR-12 for intimating director resignation to RoC
One E form DIR -12 is filed the director name would be removed from the list of directors and this can be verified through MCA Master Data
E Form DIR -12 Needs to filed with in 30 days form the date of resignation

LAWS GOVERNING DIRECTOR RESIGNATION

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