Introduction: Resignation of a director from a company is a significant event that requires adherence to legal provisions outlined in the Companies Act, 2013. Understanding the procedure is crucial for a smooth transition and compliance. In this article, we delve into the provisions, the step-by-step procedure, and provide sample documents for reference. Guided by Section 168 of the Companies Act, 2013, this article navigates through the intricate process of director resignation, shedding light on the crucial provisions and step-by-step guidelines. As directors play pivotal roles in steering company affairs, their resignation necessitates adherence to regulatory norms. This piece serves as a comprehensive guide, elucidating the statutory framework, procedural intricacies, and offering practical insights through sample documents. Directors, company executives, and legal practitioners will find valuable insights here for ensuring a smooth and legally compliant transition during this pivotal phase in corporate governance.
Page Contents
- A. Provision related to Resignation of Director under Companies Act, 2013
- B. Procedure related to Resignation of Director under Companies Act, 2013
- C. Sample format of letter of Resignation of Director under Companies Act, 2013
- D. Sample Board Resolution related to Resignation of Director under Companies Act, 2013
i) As per 168 of Companies Act, 2013, a director may resign from his office by giving a notice in writing to the company and the Board on receipt of such notice take note of the same and the company shall intimate to the Registrar within such time by prescribed form and shall also place the fact of resignation to the Director Report.
ii) The resignation of a Director shall take effect from the date on which notice is received by the Company or the date which is mentioned on the notice by the director, whichever is later. Provided that the director who has resigned from his office shall be liable for the offences which occurred during his tenure even after his resignation.
iii) Where all the directors of the company resign or vacate their offices then the promoter or his absence, the Central Government shall appoint requisite no the directors till the directors are appointed in general meeting.
i) The Director who will resign, shall first submit his resignation letter to the Board of Director mentioning his reason for resignation and effective date of resignation.
ii) The board takes note of his resignation and issue a notice for holding of Board Meeting.
iii) Pass Board Resolution at Board Meeting for accepting his resignation by mentioning effective date of resignation, with giving appreciation to the director and authorize to file & sign necessary E-forms.
iv) File eForm No. DIR-12 with detailing particulars regarding Cessation of Director by affixing DSC of authorised director and practicing CA / CS / CMA.
v) Pay requisite fee (currently Rs. 600/-) against generated SRN.
C. Sample format of letter of Resignation of Director under Companies Act, 2013
Date:
To,
The Board of Directors,
(Company Name & Address)
Re: Resignation from the Board of Directors of the Company
Dear Sir,
I am sorry to inform you that I am presently pre-occupied with other personal matters and hence unable to devote to the work of the company. In view that I hereby tender my resignation from the Board of Directors of the Company with immediate effect. I request you to please accept the same and release me from the responsibilities of the Director of the Company.
I record my sincere thanks to the Board of Directors for their kind cooperation extended by them during my tenure as director of the company and helped me for performing my duties to the company.
Kindly acknowledge the receipt of this letter and arrange to submit the necessary forms with the office of Registrar of companies to this effect.
Thanking you,
Sincerely Yours,
(Signature of Director, Name & DIN)
ITEM-1: RESIGNTION OF DIRECTOR FROM THE BOARD OF THE COMPANY
“RESOLVED THAT pursuant to provisions of section 168 of The Companies Act, 2013 the resignation of Mr._____________ (DIN: ________) from the directorship of the Company of be and is hereby accepted with effect from close of the business hours on ___________.
RESOLVED FURTHER THAT the Board places on record their appreciation for the cooperation, assistance and guidance provided by Mr. ___________ during his tenure as Director of the Company.
RESOLVED FURTHER THAT any existing director of the company be and is hereby authorized to sign and file necessary E-Form and documents with Registrar of Companies, Ministry of Corporate affairs and to do all other such acts, deeds and things which are necessary and as may be required in this regard.”
Conclusion: Resignation of a director involves a meticulous process outlined by the Companies Act, 2013. Following the legal provisions, submitting necessary documents, and expressing gratitude in a professional manner ensure a seamless transition. Companies must adhere to these steps to maintain compliance and transparency throughout the director resignation process.
Author Bio
if all director resign tto whom they should write letter. who will do formality for closing co. who is responsible for loans