Procedure for Change in Director due to Resignation under Companies Act, 2013 (For Unlisted Public Company)
Summary: Under Section 168 of the Companies Act, 2013 read with Rules 15 and 16 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the resignation of a director follows a prescribed compliance procedure. The resigning director must submit a signed resignation letter specifying the effective date, which the company should acknowledge. The company may convene a Board meeting under Section 173 and Secretarial Standard-1 (SS-1) to take note of the resignation by passing a resolution. Thereafter, the company must file e-Form DIR-12 with the Registrar of Companies within 30 days of receiving the resignation, attaching the board resolution, resignation letter, and, where applicable, proof of acknowledgment. The resignation becomes effective from the date the company receives the notice or the date specified by the director, whichever is later. Filing e-Form DIR-11 by the resigning director is optional. The company must also disclose the resignation in the Board’s Report, Annual Return, and website, where applicable. A Board meeting is not mandatory unless required by the Articles of Association.
1. Governing provisions of The Companies Act, 2013:
| Section 168 of Companies Act, 2013 read with Rule 15 & 16 of Companies (Appointment & Qualification of Directors) Rules, 2014 |
2. PROCEDURE:
| Sr. No | Steps | Timeline / Date |
| 1. | Resignation letter – The resigning Director to submit the signed and dated resignation letter to the Company stating the effective date of resignation. The same may be sent via email or physically. | |
| 2. | Acknowledgment of resignation letter – The Company to acknowledge the resignation letter either signing on the same with the date and company stamp affixed or electronically, as the case may be. |
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| 3. | Issue notice for Board meeting – The Board meeting may be convened in compliance with Section 173 and SS-1 by issuing board meeting notice | (minimum 7 days in advance or shorter notice, if permitted)
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| 4. | Convene Board meeting – The Board to take note of the resignation by passing a resolution to that effect. | |
| 5. | Filing of e-Form DIR-12 – The Company to file e-form DIR-12 with the MCA.
Attachments: 1. Certified true copy of the resolution 2. Resignation letter 3. Proof of acknowledgment (optional) The resignation of a Director shall take effect from the date on which the Resignation letter is received by the Company or the date, if any, specified by the Director in the Resignation letter, whichever is later. |
(within 30 days from the date of receipt of notice of resignation)
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| 6. | Filing of e-Form DIR-11 (Optional) – The resigning Director may file e-form DIR-11 within 30 days from the date of resignation with the MCA to formally intimate the Registrar of his resignation from the Company. | |
| 7. | Disclosure in Board Report, Annual Return and on website (if any) – The Company must disclose the details of the Director or Key Managerial Personnel who have resigned or have been appointed during the year under section 134 (3) (q).
The details are also required to be filled in the Annual Return of financial year in which such changes take place, and shall also post the information of resignation of the Director on its website; if any. |
3. NON-APPLICABILITY:
| A Board meeting is not mandatory to be unless the Articles of Association state otherwise. The acknowledgment on the resignation letter by any Director of the Company with date and Company stamp affixed shall be a valid attachment to e-Form DIR-12 as evidence of cessation. |
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**This document is for educational purposes only and does not constitute legal advice.
Author : Mr. Ramkishan Dhaker, Article Assistant at M/s Ronak Jhuthawat & Co, Practicing Company secretary Call: +91 98874 22212 | Email: compliancerjac@gmail.com
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