Resignation of the Director as per the Companies Act

Under the Companies Act, 2013, the resignation of a director involves several steps to ensure compliance with legal requirements. Filing a director resignation with the Ministry of Corporate Affairs (MCA) involves submitting Form DIR-12, which is the form used for intimating changes in particulars of directors.

Here’s a quick guide to the process:

Step-by-step guide for filing of Director resignation

Check the Company’s Articles of Association (AoA)

• Before proceeding, review the company’s AoA
• to understand the procedure for the resignation of directors.
• The AoA may specify requirements such as notice period, resignation acceptance, etc.

Board Meeting

• Call for a board meeting and provide notice to all directors as per the provisions of the Companies Act
• During the board meeting, the resigning director should formally tender their resignation
• The board will pass a resolution accepting the resignation of the director.
• Ensure that the resolution is recorded in the minutes of the meeting (MOM) 

Resignation Letter

• The resigning director should submit a resignation letter to the board of directors
• The letter should state the intention to resign, the effective date of resignation, and the reasons (optional)
• Ensure the resignation letter is dated and signed by the resigning director

MCA Form DIR-11:

• The resigning director must file Form DIR-11 with the Registrar of Companies (RoC)
• within 30 days of resignation.
• This form notifies the RoC about the director’s resignation
• Form DIR-11 should be signed by the resigning director and
• certified by another director or the company secretary.

 

Form DIR-12:

• The company must file Form DIR-12 with the RoC
• within 30 days of the board meeting
• Form DIR-12 notifies the RoC about the change in directorship
• It includes details of the resigning director and the effective date of resignation

Update Statutory Registers:

• Update the Register of Directors and Key Managerial Personnel (KMP) with the details of the resignation
• Maintain a copy of the resignation letter and board resolution in the company’s records

Inform Other Stakeholders

• Inform other stakeholders such as shareholders, employees, and relevant authorities about the resignation of the director.
• Update the company’s website and any public records as necessary

It’s important to adhere to the deadline and process specified by the Companies Act, 2013, and other relevant regulations. Non-compliance may result in penalties and legal consequences for the company and its directors.