The reason for the director leaving a company, either the director wants to resign or the Board of Directors may want to remove the director from the company. The director of the company can resign from the board by filing a resignation letter and announcing the ROC with the same. Legaltaxpert helps the director with his/her resignation by following the required procedure
After giving written notice to the company a Director may resign from the company. A director can send a copy of the resignation to the ROC along with stating the reason for resignation in Form DIR-11. Check out the resignation format:
Date, Month, Year
The Chairman / Secretary
City, State, Pin Code
Subject: Resignation from the Office of Director of the Company
I hereby tender my resignation from the office of the Director of the ————– (Company name) with immediate effect or mention the resignation date. Notice of my resignation letter should be submitted to the Registrar of Companies and the Board of Directors should be informed in the next board meeting as conducted.
I sincerely thank all the Board of Directors for giving me this opportunity and timely assistance to discharge my duties during my tenure as a Director of the company.
I request the Board of Directors to please provide me with an acknowledgment of the resignation and a copy of the E-form DIR-12 filed with the Registrar of Companies to that effect for my reference and record.
Name of the Director.
According to Section 167 of the companies Act,2013, if the director does not attend a board meeting for 12 months, from the day on which he was absent at the first board meeting, even after giving due notice for all the held meetings. It will be considered that he has vacated the office and a Form DIR-12 will be filled on his name. Also, he will be removed from the Ministry of Corporate Affairs.
A director can resign from his office by submitting a written notice or an email/letter to the Board of directors.
Within the 30 days of resignation, a copy of the resignation can be forwarded along with a detailed reason for the resignation. It is sent to the Registrar of companies in the format of Form DIR11 with the prescribed fees under the Companies Rule, 2014. A copy of the resignation should be forwarded within 30 days of signing the resignation. The effective date of resignation is the date on which the company has received the resignation or any specific date mentioned by the director. However, the effective date of resignation should be the same as the date of cessation mentioned in the form DIR 12.
Along with DIR-11, the director requires the following documents:
According to the resignation notice, the resolution will be passed by the Board of Directors for accepting the resignation. It is mandatory to draft the minutes of the meeting conducted by the Board of Directors.
The Registrar should be intimated in Form DIR12 (According to Rule 15 of the companies,2014) the Board of Directors should be intimated within 30 days from the date the resignation is received.
According to rule 15 of the Companies Act, 2014, the Board of directors should announce the result of resignation within 30 days of receiving resignation. The Board of directors has to mention the resignation of the directors in the annual meeting of the company and it should also be reflected on the official website of the company.
While filing Form DIR1, the company required the following documents:
Name of the director who has resigned
Subject: Acknowledgement of Resignation
With reference to your resignation letter dated 20XXXX. In this regard, the Board of Directors has accepted your resignation w.e.f—, the Board meeting will be held on—–
The Board of Directors sincerely appreciates your association with the company and the support you have offered during your tenure.
We wish you all the best in your new endeavors
For Company Name
Once the board of directors accepts the resignation of the director, the director is not liable for any liabilities after the date of acceptance of the resignation.
But the director is still liable for any offenses that have occurred by him/her during the period of directing the company.
A company can remove the director before the expiry of his/her term. Shareholders have all the power to remove the director. Check out the director removing process below in detail:
The director may be vacated by statute, his or her death, or any provision related to the Articles of Association of the company or shareholders agreement.
Yes, a company director can be moved with any prior notice. As per Section 262 of CMA, a company can remove a director before the expiration of his office period.
When a single director resigns, Companies House will inform the company to hire a new director. If the company fails to hire any director, a shareholder can conduct a general meeting to appoint a new director.
Under Section 168 of the Companies Act 2006, shareholders can remove the director by passing an ordinary resolution (majority vote should be above 50%) in a company’s general meeting.