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Resignation of Director Resolution

The resolution by which a board takes note of a director’s resignation. It records the departure. It does not decide the date, and it is not what makes the resignation effective.

  • The effective date worked out under section 168, not assumed
  • The DIR-12 filing the company owes, explained
  • And the DIR-11 the departing director can file themselves
  • Drafted by company secretaries in the form the minutes require

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What the resolution does

It records a resignation that has already taken effect, and starts the company’s filing obligation.

A director resigns by giving notice in writing to the company. Once that notice has been given, the board passes a resolution at a board meeting taking note of the resignation, and the resolution is drafted on the company letterhead and signed by an authorised director.

The resolution does not decide when the resignation takes effect. Under section 168 of the Companies Act, 2013 a resignation is effective from the date the company receives the notice, or from a later date specified in the notice, whichever is later. A board that delays its meeting does not delay the resignation.

The company then files Form DIR-12 with the Registrar within thirty days. The resigning director may also file Form DIR-11 themselves, with a copy of the notice, which is how a director whose company will not file gets the resignation onto the public record.

Starts with
A written notice
From the director to the company
Effective from
Receipt of the notice
Or a later date named in it
Board resolution
Takes note of it
It does not cause it
Company files
DIR-12
Within 30 days
Director may file
DIR-11
With a copy of the notice
Governed by
Section 168
Companies Act, 2013
Liability
Continues for the period served
For acts while in office

Why companies have us draft it

  • Drafted by company secretaries who handle director changes constantly
  • The effective date worked out from the notice rather than from the meeting
  • Drafted for the company, or for the director, depending on who is asking
  • We can file the DIR-12 or the DIR-11 as well
  • Thousands of businesses served across every state in India

What the drafting covers

  • A consultation call about the notice, the date and who is asking
  • The resignation notice drafted, where the director has not sent one yet
  • The board resolution drafted in the form the minutes require
  • The effective date established under section 168
  • Guidance on the DIR-12 and, for the director, the DIR-11

Who files what

  • The director gives notice

    In writing, to the company. Send it by a route that proves receipt. The date of receipt is what decides when the resignation takes effect.

  • The company files DIR-12

    Within thirty days of the resignation taking effect, notifying the Registrar of the change.

  • The director may file DIR-11

    Optional, and worth doing. It is the departing director’s own filing, with a copy of the notice attached, and it is the answer to a company that will not file the DIR-12.

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  • When does the resignation actually take effect?

    On the date the company receives the notice, or on a later date specified in the notice, whichever is later. That is section 168 of the Companies Act, 2013.

    The board resolution takes note of a resignation that has already happened. A board that has not met has not delayed anything.

  • What if the company refuses to file the DIR-12?

    File Form DIR-11 yourself, with a copy of the resignation notice and proof that the company received it. It is the director’s own filing and it does not need the company’s cooperation.

  • Am I still liable after resigning?

    For anything that happened while you were in office, yes. Resigning ends the appointment; it does not undo the period you served.

    That is the reason to get the effective date right and on the record rather than leaving it to be worked out later.

  • Can a director resign if it leaves the company below the minimum?

    The resignation still takes effect. The company is then in breach of the minimum-directors requirement until it appoints a replacement, which is the company’s problem rather than the departing director’s.

    In practice the two are timed together, and that is worth raising on the call.

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