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Resignation Of Director From Board Of Directors

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Basic

Resignation of a Director in a Company

Directors may wish to step down from their position for various reasons, or the board may seek to dismiss them.
A director can resign by submitting a resignation letter to the company and notifying the Registrar of Companies (ROC).
Steps for resigning as a director include submitting a resignation letter to the company and informing the ROC of the decision.

Director’s notice of resignation to the company

A director can resign from a company by providing written notice.
The board must notify the Registrar of Companies (ROC) within 30 days using Form DIR-12.
Optionally, the director can submit a copy of the resignation letter and reasons using Form DIR-11 to the ROC.
The resignation letter format typically follows a specific structure.

Director’s Resignation Letter Format

Date, Month, Year
To,
The Chairman / Secretary
Company Name Private Limited
City, State, Pin Code
Subject: Resignation from the Office of Director of the Company
Dear Sir/Madam,
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.

Thanking You,
Your’s Faithful,
Name of the Director.

Obligation on the part of the Director who is resigning from the post

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Directors can resign by providing written notice to the company’s board or through communication via letter or email.
Within 30 days of resignation, Form DIR-11 must be submitted to the Registrar of Companies along with necessary fees.
The resignation will be effective upon receipt by the company, unless a different date is specified by the director. This date is recorded on Form DIR-12.
Along with Form DIR-11, the director must attach:
- Notice of resignation filed with the company.
- Proof of dispatch of the resignation letter.
- Acknowledgment from the company, if received and if indicated in Form DIR-11.
Optional attachments can also be provided as additional information.

Obligations for the Company

The Board of Directors must acknowledge and accept the resignation by passing a resolution and drafting meeting minutes.
Form DIR-12 must be submitted to the Registrar within 30 days of receiving the resignation notice.
The resignation should be mentioned in the Director’s report at the annual general meeting and displayed on the company’s website.
Documents required for filing DIR-12 include:
- Notice of resignation (mandatory)
- Evidence of cessation (such as the board resolution or acceptance letter)

Resignation Acceptance Letter by the company

Date, Month, Year
To
——— (Name of the|
Director who has resigned)
Address.
Subject: Acknowledgement of Resignation
Dear Sir,
With reference to your resignation letter dated ————-. In this regard, the Board of Directors has approved your resignation w.e.f. ———–, in the Board meeting held on —————.
The Board of Directors has sincerely appreciated your association with the company and the support you offered during your tenure. We wish you all the best in your future endeavors.

Thanking you,
Yours Faithful,
For ——— Company,
Director.

Liability of Director after the resignation

After resigning and upon acceptance by the board, a director is no longer liable for liabilities incurred by the company.
However, the director remains accountable for any offences committed during their tenure as a director.

Process for Removing a Director

Basic Prerequisite: The director to be removed must be given an opportunity to be heard, as per legal requirements.
Issuing Notice: Shareholders with specific criteria must issue a notice at least 14 days before the meeting where the resolution for removal will be adopted.
Notice to Members: The director must be served a copy of the notice at least seven days before the meeting, either directly or through publication in newspapers and on the company’s website.
Representation in Writing: The concerned director can file a complaint against the removal notice and request representation to be sent to all members.
Appeal to the Tribunal: If the representation is not provided or read out at the meeting, an application can be filed with the tribunal to nullify the process. The tribunal may also cancel proceedings if the director abuses this right.