Resignation of Director from Company
Resignation of Director in Private Limited Company
A director of a company can resign from the office of a director by giving a notice of his/her resignation in writing to the company. The company on receipt of resignation letter takes note of the same and file form DIR-12 for informing the Registrar of Companies.
In addition to sending the resignation letter to the company, the director can also file form DIR-11 to the Registrar of Companies.
How much does it cost to change Director of a Company?
Steps for Resignation of Director
- The resigning director shall forward the resignation letter mentioning the reason for resignation to the company.
- The resignation letter shall be send via e mail, courier or registered post at the registered office address or e mail ID’s of the company, so that the proof of sending the same can be preserved for future records.
- After forwarding the resignation letter to the company, the resigning director can also file form DIR-11 for informing the registrar about resignation. However, it is not mandatory for resigning director to file form DIR-11.
FAQs on Directors Resignation
For resignation of director in private limited company, below mentioned are the steps:
- Call a board meeting after receiving the resignation letter
- Take note of resignation letter in board meeting
- Filing of form DIR-12 with the Registrar of Companies with all the attachments
- Forward the resigned director resignation acceptance letter, along with a copy of board resolution
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.
No, as per Section 168 of the Companies Act, 2013, a director’s resignation letter cannot be refused by the board, as the board has no power to do so. The Board of directors has to take note of the resignation letter received from a director.
In case all the directors resign, or vacates office under section 167 of the Companies Act, 2013, the promoter/shareholders of the company shall appoint the directors and in the absence of the promoter, the central government shall appoint the minimum number of directors, who shall hold office till the directors are appointed by the company in general meeting.
In case of absence of any written obligation in the form of agreement or restriction in Articles of Association a director can resign any time from the board of the company.
Director and shareholders are different from each other. Therefore a person who is a director and shareholder can resign and continue as shareholder. However, one must check any restriction imposed by entering in to an agreement while purchasing the shares or becoming the director in the company or any restrictive clause of Articles of Association.