Director of a company is a natural person elected by the shareholders as per the Memorandum of Association and Articles of Association of the company. Appointment of an additional director may be required by the business requirements of a particular company. Depending on circumstances, a director may have to resign or he may have to be removed from the board of directors.
Procedure for Director Resignation and Director removal will be different. A Director can resign from a company by giving a notice. Board is required to file a relevant form with ROC within 30 days thereof. A Director is also required to file form DIR11 with ROC.
A director can resign from his office by submitting a notice in writing to the Board of Directors of the company. An email or a letter to the company is also a valid mode of communication.
A copy of the resignation can also be forwarded along with the detailed reason for the resignation to the Registrar of Companies in Form DIR11 with the prescribed fees in the Companies Rules,2014 within 30 days from the date of resignation.
Effective date of resignation: It shall be in effect from the date on which the company has received the notice of resignation or the date the director has specified any. The effective date of resignation shall be the same as the date of cessation that is entered in the form DIR12.
With DIR-11 the Director is also required to attach the following documents:
Notice of the resignation that is filed with the Company (resignation letter can also be attached)
Proof of Dispatch of the letter.
If any acknowledgment that is received from the Company and is mandatory is the Director has selected Yes in Form DIR11.
Other information can also be provided as optional attachments.
The Board of Directors shall take considers the notice of resignation that is received and accordingly the resolution should be passed by the Board of Directors for accepting the resignation and it is necessary to draft the minutes of the meeting of the Board of Directors.
The Registrar should be intimated in Form DIR12 (According to Rule 15 of the companies,2014) the Board of Directors should be intimated within 30 days from the date the resignation is received.
The board of directors should mention the resignation in the Director’s report of the annual general meeting and it should also be reflected on the website of the Company.
The company is required to attach these documents while filing DIR1:
The notice of resignation (Mandatory)
Evidence of cessation (The board resolution or the acceptance letter can be attached)
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