Resignation of a Director should be the choice to be exercised by a Director. In the case of resignation, the Director should establish the proof of delivery of such information to the company and to discharge him/her from any liability in this regard, or any other events taking place in consonance to his having intimated his decision to resign from the Company. A Director either own its own can forward to the Registrar of Companies a copy of its resignation letter within a prescribed period along with proof of delivery to the company in a prescribed e-form upon payment of fees or he/she can serve the copy of resignation letter to the Company which can be accepted and acknowledged by the Company and the said Company can file the respective e-form in order to remove the name of the Director from the Board of Directors of the Company. 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.
Legal Window can help you with the resignation of the Director from the Company just by following certain steps by providing the best assistance, timely delivery and guaranteeing the highest customer satisfaction You may get in touch with our team on 072407-51000 or email email@example.com
Note:- In case of NRI or Foreign National documents of Directors must be notarized or apostillled.
Process of Resignation of the Director of the Company
1. Complete the Application Form
You are requested to first fill the simple questionnaire provided by our expert team which will enable us to know the case of resignation of the Director of the Company.
2. Document Processing
At the second step you will be required to produce the documents in accordance with the questionnaire filled based upon which case will be dealt so that we can arrange them as per the requirement and for further processing.
3. Drafting of Resignation Letter and Board Resolution and Filing the same with ROC
After arranging the documents we will begin with the drafting of Resignation letter to be sent by the director and pass the Board Resolution (if not passed ) for removal of Director along with the requisite documents and the same shall be filled in an e-form DIR-12 and DIR-11 on the Portal of Ministry of Corporate Affairs thereby informing the ROC for removal of Director from the Company.
4. Approval from the Ministry of Corporate Affairs
Lastly, after the approval of an e-form is received from the ROC which will be provided through e-mail which signifies that the respective changes have been to the Board of Directors of the Company.
What All You Get
There can be various reasons for the removal and resignation of the director. The Companies Act, 2013 lays down the provisions regarding the same.
Vacation of Office of Director U/s 167
Sometimes the office of directors becomes vacant on the happening of certain events which are described below. In such cases the board needs to remove such directors by filing FORM DIR-12 after passing the board resolution within 30 days of the occurrence of any event.
(a) The director is disqualified as per section 164;
(b) The directors does not attend all the meetings of the Board of Directors held during a period of twelve months;
(c) The director violated the provisions of section 184 and enters into any contracts or arrangements in which he is directly or indirectly interested;
(d) The directors doesn’t discloses his interest in any contract or arrangement in which he is directly or indirectly interested
(e) The director becomes disqualified by an order of a court or the Tribunal or convicted by a court of any offence, and sentenced to imprisonment for not less than 6 months
Resignation of Director Us/ 168
The director can himself resign from the company due to any personal circumstances or his preoccupation elsewhere by giving a notice in writing of his resignation to the company. The notice of the resignation should be served by mail or post for informing the board of directors and the company and the proof of the same should be retained. The director can file DIR-11 on his behalf within 30 days for confirming his resignation
The company in turn will acknowledge and pass the board resolution for approving the resignation of the director. The company in turn has to file Form DIR-12 with the Registrar of Companies within 30 days of the resignation.
Removal of Director U/s 169
A company can remove any director unless he has been appointed by the Tribunal before his tenure by passing an ordinary resolution after providing him a reasonable opportunity of being heard. A special notice is required for such removal and such director is entitled for attending the general meeting and be heard on resolution of the meeting. After passing the resolution, the company needs to file Form-DIR-12 with the Ministry of Corporate Affairs for his removal.
FAQ's on Resignation/Removal of Director
DIN or Director Identification Number is a unique 8 digit number allotted to any individual who intends to be a director in any company. It can be obtained by filing the respective form. Our team will help you out in procuring DIN.
No, it is a one-time task so a case of more than one DIN doesn’t apply.
Form DIR-12 has to be filed within 30 days of the resignation of the director.
In order to remove a director from a Company, the directors shall conduct a meeting of members for their consent after serving special notice in this regard and pass ordinary resolution. The existing director must be given an opportunity to represent his grounds.
Yes, a director can voluntarily resign from the Company. The notice of such resignation must be served to the company stating the reason of resignation. A Director can also inform the MCA by filing a simple e-form DIR-11.
A board resolution passed from the company where the appointment is being made, Proof of Identity and Address and Photograph is required for obtaining DIN.
Form DIR-12 is required to be filed with the Ministry of Corporate Affairs for removal/resignation of a Director.
In case any individual has a DIN number allotted, then he has to file DIR-3 KYC in the form or through e-portal in order to verify the KYC details such as personal details, address, mobile no or email id. The KYC has to be done each year whether you have DIN or not. If the KYC is incomplete then it is not possible to file the form for resignation of the director.
No, even if the respective person is not holding office as a Director doesn’t mean that person cannot hold shares but if the shares are held due as a condition to appointment in accordance with the Articles of Association then they are required to be disposed in accordance to Articles of Association.
In case all the Directors resign from their offices, or vacate, the promoter or, in his/her absence, the Central Government has to appoint the required number of directors who shall hold office till the directors are appointed by the company in general meeting.