Procedure for Resignation of Director CS Executive Company Law
Procedure for Resignation of Director (Section 168 of the Companies Act,2013)
- The Director intends to resign shall send notice in writing to the Company. 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.
- The director who has resigned shall be liable even after his resignation for the offenses which occurred during his tenure.
- The law has caste duty upon the Director resigning to file eform DIR- 11(Company shall file form DIR 12) and
- Mention therein the Reason for Resigning.
- Enclose the copy of Notice sent to the Company.
- Enclose Proof Of Dispatch
- File the said form within 30 days of resignation along with the prescribed filing fees.
There is warning note at the end of the form which states as follows:
Note: Attention is also drawn to provisions of Section 448 and 449 which provide for punishment for false statement and punishment for false evidence respectively. These sections 448 and 449 relate to punishment for committing fraud or giving false evidence and these are non-compoundable offenses.
The duty of Company in case of Resignation by Director As per section 168 (1):
A director may resign from his office by giving a notice in writing to the company and the Board. The company shall on receipt of such notice;
- Take note of the same by passing a board resolution to that effect and
- As per Rule 15 of Companies (Appointment and Qualification of Directors) Rules, 2014 the company shall intimate the Registrar through Filing of Form DIR-12 within 30 days from the effective date of resignation on its website if any.
- The company is also required to place the fact of such Resignation in the Report of Directors laid in the immediately following general meeting by the company.
The duty of Resigning Director in case of Resignation:
A director shall also forward a Copy of his Resignation along with detailed reasons for the resignation to the Registrar within 30 (Thirty) days of resignation through the filing of Form DIR-11 under his Digital Signature. It means it will be mandatory for all directors to have Digital Signature under Companies Act-2013.
SECRETARIAL PRACTICE:
As discussed above e-forms to be filed in case Resignation of Director are form DIR-11 and DIR-12.
- Filing of Form DIR-11 is the responsibility of resigning director under his/her digital signature and
- Whereas Filing of Form DIR-12 is the responsibility of Company.
Where all the directors of a company resign from their offices or vacate their offices under section 167, the promoter 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.
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