Resignation

Resignation is the voluntary act by which a director gives up office before their term ends. Under Section 168 of the Companies Act, 2013, a director resigns by serving a written notice on the company, and the Board must take note of it in its next report. The resignation takes effect from the date the company receives the notice, or a later date specified by the director in the notice, whichever is later. Acceptance by the company is not required — the notice, once received, is enough for the resignation to be valid.

Legal basis

Section 168 of the Companies Act, 2013, read with Rules 15 and 16 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Filing requirements

• The company must intimate the Registrar of Companies (ROC) in Form DIR-12 within 30 days of receiving the notice.
• The resigning director may also file Form DIR-11, along with the reasons, within 30 days. This filing by the director is optional since the 2018 amendment, but it is advisable as a safeguard where the resignation may later be disputed.

Continuing liability and vacancies

A director who resigns remains liable for offences committed during their tenure, even after the effective date. Where all the directors of a company resign or vacate office together, the promoter — or, failing that, the Central Government — appoints the required number of directors to hold office until regular appointments are made at a general meeting.