valid as on 22/08/2019

Section 168. Resignation of director
Effective from 01-04-2014

(1) A   may resign from his office by giving a notice in writing to the   and the Board shall on receipt of such notice take note of the same and the company shall intimate the in such manner, within such time and in such form and shall also place the fact of such resignation in the report of directors laid in the immediately following general meeting by the company:

Provided that a director  also forward  a copy of his resignation along with detailed reasons for the resignation to the Registrar within thirty days of resignation in such manner .

(2) 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:

Provided that the director who has resigned shall be liable even after his resignation for the offences which occurred during his tenure.

(3) Where all the directors of a company resign from their offices, or vacate their offices under section 167, the or, in his absence, the Central Government shall appoint the required number of directors who shall hold office till the directors are appointed by the company in general meeting.

2(34) Director means a director appointed to the Board of a company
2(20) Company means a company incorporated under this Act or under any previous company law
2(75) Registrar means a Registrar, an Additional Registrar, a Joint Registrar, a Deputy Registrar or an Assistant Registrar, having the duty of registering companies and discharging various functions under this Act
Refer rule 15 of the Companies (Appointment and Qualification of Directors) Rules,2014.To view the rule,Click Here
To be be read as may for IFSC Private and IFSC Public company vide GSR 8(E)and GSR 9(E) dated 04.01.2017.To view the notification Click Here
Substituted vide Companies (Amendment) Act, 2017 dated 03.01.2018 Effective from 07-05-2018
To view commencement notification,Click Here
To view the notification of Companies Amendment Act,2017 Click Here
Refer rule 16 of the Companies (Appointment and Qualification of Directors) Rules,2014.To view the rule,Click Here
2(69) “promoter” means a person—

(a) who has been named as such in a prospectus or is identified by the company in the annual return referred to in section 92; or

(b) who has control over the affairs of the company, directly or indirectly whether as a shareholder, director or otherwise; or

(c) in accordance with whose advice, directions or instructions the Board of Directors of the company is accustomed to act:

Provided that nothing in sub-clause (c) shall apply to a person who is acting merely in a professional capacity

11.1.15-Companies (Appointment and Qualification of Directors) Rules,2014

15. Notice of resignation of director.-

The company shall within thirty days from the date of receipt of notice of resignation from a director, intimate the Registrar in  and post the information on its website, if any.

To view the return,Click Here

11.1.16-Companies (Appointment and Qualification of Directors) Rules,2014

16. Copy of resignation of director to be forwarded by him.-

Where a director resigns from his office, he shall within a period of thirty days from the date of resignation, forward to the Registrar a copy of his resignation along with reasons for the resignation in along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014.

 that in case a company has already filed Form DIR-12 with the Registrar under rule 15, a foreign director of such company resigning from his office may authorise in writing a practising chartered accountant or cost accountant in practice or company secretary in practice or any other resident director of the company to sign Form DIR-11 and file the same on his behalf intimating the reasons for the resignation.

Substituted vide Companies (Audit and Auditors) Amendment Rules, 2018 dated 07.05.2018 . To view the notification,Click Here
To view the return,Click Here
Inserted by the Companies (Appointment and Qualification of Directors) Amendment Rules, 2015 notification no. GSR 42 (E) dated 19th January, 2015. To view the notification,Click Here

Commencement Notification dated 07/05/2018


Companies (Appointment and Qualification of Directors) Amendment Rules, 2015 [GSR 42E] dated 19/01/2015


Companies (Appointment and Qualification of Directors) Second Amendment Rules, 2018 dated 07/05/2018


Enforcement Notification S.O. 902(E) dated 26/03/2014


Exemption to Specified IFSC Private company [GSR 09(E)] dated 04/01/2017


Exemption to Specified IFSC Public company [GSR 08(E)] dated 04/01/2017


The Companies (Amendment) Act, 2017 (Effective from 03.01.2018)


FORM DIR-12 Particulars of appointment of directors and the key managerial personnel and the changes among them


FORM NO.DIR-11 Notice of resignation of a Director to the Registrar


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