RESIGNATION OF A COMPANY’S DIRECTOR
- A director can withdraw/resign/leave his or her position as a director by providing the company with a written notice.
- The Board is obliged to take cognizance of such notice upon receiving and inform the same to the Registrar of Companies (ROC).
- It is also obligatory that the information/notice of such resignation should also be included in the company's report of directors, which will be presented at the next General Meeting.
IMPORTANT THINGS TO NOTE
- The date on which the company receives the notice or the date, if any, stated in the notice by the director, whichever is later, is the effective date of the director's resignation.
- Even after his/her resignation, the departed director is responsible for the offences committed during his/her term.
THE BELOW-MENTIONED PROCEDURE MUST BE FOLLOWED FOR THE FORMAL RESIGNATION OF THE DIRECTOR
- Conduct a Board of Directors' meeting
- Post receiving of the director's resignation letter, it is obligatory for the Company to formally issue a Notice to the company’s directors about the Board Meeting at their officially registered addresses at least seven days prior to the Board Meeting. A notice can also be issued in a short period in the event of an emergency.
- The agenda, notes to the agenda, and draft resolution should all be attached to the notification.
- Conduct a meeting of the company's board of directors to discuss and consider the resignation letter of the director of the company.
- Also, to designate and mandate the Company's CS, CFO, or any Director to submit/file the required Form and Return to ROC.
- Within 24 hours post the date of the Board Meeting, it is obligatory that the Listed Company must notify the Stock Exchange of such resignation.
- The same should also be uploaded to the company's website within two working days.
- Prepare and distribute to every member and director the Draft Minutes for their official feedback within 15 days post the Board Meeting's conclusion, via hand/speed post/email/courier
2. Submitting/Filing of Form DIR-12 to ROC
- Evidence of Cessation
- Notice of Resignation
- A certified true copy of the Board Resolution
3. Submitting/Filing of DIR-11 Form duly by the Director
Within 30 days after the director’s resignation, it is obligatory for the Director to also provide a copy of his/her resignation letter/notice to the ROC in Form DIR-11, together with the below-mentioned documents.
- Resignation Notice Submitted/Filed with the company
- Proof of Delivery
- A formal acknowledgement of the company for the same
4. Making the required entries in the Board of Directors' Register
In the Register of Directors and Key Managerial Personnel, it is obligatory for the company to make the appropriate entries.
5. Submit/File a required amendment application in accordance with the below-mentioned act
- Goods and Services Act
- Shops & Establishment Act
- Factories Act
- Foreign Exchange Management Act
- Inter-State Migrant workmen Act
- Private Security Agency Act
- Industry-Specific Laws
- Other Labour Laws
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