(1) A director2(34) Director means a director appointed to the Board of a company may resign from his office by giving a notice in writing to the company2(20) Company means a company incorporated under this Act or under any previous company law and the Board shall on receipt of such notice take note of the same and the company shall intimate the Registrar2(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 in such manner, within such time and in such form as may be prescribedRefer rule 15 of the Companies (Appointment and Qualification of Directors) Rules,2014.To view the rule,Click Here 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 shallTo 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 also forward director may also forwardSubstituted 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 a copy of his resignation along with detailed reasons for the resignation to the Registrar within thirty days of resignation in such manner as may be prescribedRefer rule 16 of the Companies (Appointment and Qualification of Directors) Rules,2014.To view the rule,Click Here.
(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 promoter2(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 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.
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 Form DIR- 12 Form DIR-12 substituted vide the Companies (Appointment and Qualification of Directors) Amendment Rules, 2023 dated 20.01.2023. To view notification, Click Here. To view the revised return, Click Here To view the return,Click Here and post the information on its website, if any.
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 maySubstituted vide Companies (Audit and Auditors) Amendment Rules, 2018 dated 07.05.2018 . To view the notification,Click Herewithin 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 Form DIR-11
Form DIR-11 substituted vide the Companies (Appointment and Qualification of Directors) Amendment Rules, 2023 dated 20.01.2023. To view notification, Click Here. To view the revised return, Click Here
To view the return,Click Here along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014.
ProvidedInserted 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 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.
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
MCA Notification dated 20.01.2023 regarding Companies (Appointment and Qualification of Directors) (Amendment) Rules, 2023.
The Companies (Amendment) Act, 2017 (Effective from 03.01.2018)