Resignation of Director

Handle the resignation of a director in accordance with the Companies Act. Intimate the RoC timely & properly.

loading loading

Need to speak to an expert?

arrow400,000+

Business
Served

arrow4.3/5

Google
Ratings

arrowEMI

Easy EMI
Options

Resignation of Director

The resignation of a director is the same as resigning from a job or a post. It is an individual decision or a choice made by the person intending to quit. Hence, the resignation of a director involves the director communicating the same to the management team within the company. This, in turn, will entail the company to discharge him/her of his duties and responsibilities. Another aspect of the resignation of the director involves providing a copy of the resignation letter to the(ROC) registrar of companies, by the director within an allotted period of time.

The management does not have to necessarily accept the resignation letter to be effective. In fact, it is considered effective from the date of submitting the resignation, given that the same has been filed with the Registrar of Companies (ROC), as per the allotted time.

Get Legal Assistance

loading

What are the benefits behind the resignation of a director, Companies Act 2013?

As per the resignation of director companies act 2013, section 168 (1) specifies that a director has to submit a resignation letter or notice to the company. However, the director has a few more responsibilities to execute the resignation of director Companies Act 2013. As per rule 16 of Companies Rule, 2014 (Appointment and Qualification of directors), the resignation letter or notice and reasons for the resignation has to be shared with the Registrar of Companies (ROC) using Form DIR11, within 30 days of the date of resignation.

Another important aspect of the resignation of the director companies act 2013, section 168 (2) specifies that the resignation of the director will take place from the date of submitting the notice or the resignation date mentioned in the note.

When the form DIR11 is submitted with the ROC, the date of resignation also has to be mentioned in the form.

Checklist for Resignation under Section 168

A director’s resignation, under section 168, involves providing a resignation letter or notice to company management or the board. The board, in turn, will notify the Registrar of Companies (ROC) within the prescribed time. The director also has to file a copy of the resignation letter or notice with the Registrar of Companies (ROC), along with the reasons behind the resignation in form DIR11.

A director’s resignation, under section 168, is effective from the date of submission of resignation letter or notice, or the date mentioned in the notice (whichever is later). This will be as per the condition that the director will be responsible for all decisions and actions made at the time of his/her tenure.

What is the procedure for the company for the resignation of the managing director, as per companies act 2013?

The resignation of a director or managing director, companies act 2013 states that the company has certain duties and responsibilities to fulfil after.


  • The first and foremost being the company passing a common resolution to validate the notice or letter of resignation and authorize to file form DIR11 specifying the reasons behind the resignation, as per the provision mentioned in section 168(1) of Companies Act, 2013.
  • As per rule 16 of Companies Rule, 2014 (Appointment and Qualification of directors), the resignation letter or notice and reasons for the resignation has to be shared with the Registrar of Companies (ROC) using Form DIR11, within 30 days of the date of resignation.
  • In addition to filing eForm DIR11, the company needs to mandatorily provide the notice or letter of resignation. This is the procedure for the company through the resignation of managing director, companies act 2013.

What are the documents required for filling form DIR11 with the ROC?

As per rule 16 of Companies Rule, 2014 (Appointment and Qualification of directors), the resignation letter or notice and reasons for the resignation has to be shared with the Registrar of Companies (ROC) using Form DIR11, within 30 days of the date of resignation


  • Notice of resignation filed with the company
  • Proof of dispatch
  • Acknowledgment of form, if received.

Frequently Asked Questions

As per section 168 of Companies act 2013, the management does not have any right to reject the resignation given by a director.
In case of non-acceptance of the resignation of director by the company, or if form DIR11 has not been filed by the company with Registrar of Companies (ROC), then the effective date of resignation will be the date on which the director submits the same with the board of directors
As per section 168(3) of Companies Act 2013, if all the directors resign, or if they vacate their offices (as per section 167), the appointed company promoter will take charge. If there is no promoter, the central government will arrange for temporary directors to manage the company, until new directors are appointed as per the company general meeting.

Why Vakilsearch

Vakilsearch is India’s largest professional platform of lawyers, chartered accountants, and company secretaries-with years of experience behind.

Legal Assistance

We execute legal work for over 1000 companies and LLPs every month, by leveraging our tech capabilities, and the expertise of our team of legal professionals. Come on board and experience the ease and convenience!

Realistic Expectations

By handling all the paperwork, we ensure a seamless interactive process with the government. We provide clarity on the incorporation process to set realistic expectations.

9.1 Customer Score

We make your interaction with the government as smooth as possible by doing all the paperwork for you. We will also give you absolute clarity on the process to set realistic expectations.

300-Strong Team

With a team of over 300 experienced business advisors and legal professionals, you are just a phone call away from the best in legal services.

Access to Experts

We provide access to reliable professionals and coordinate with them to fulfil all your legal requirements. You can also track the progress on our online platform, at all times.

Get me more details

Or

Easy monthly EMI options available
No Spam. No Sharing. 100% Confidentiality.
arrow

Trusted by 400,000 clients and counting, including …

startupindia springboard oyo dept-ip dbs uber ficci ap government