Director resignation procedure

Resignation of Director in Company

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Resignation of Director in Company

A Director in a company may need to resign or the Board may want to remove a Director for a number of reasons. The Director of a Company can resign from the Board by filing a resignation letter with the company and filing the intimation with the ROC. In this article, we look at the procedure for such resignation of Director.

Director’s notice of resignation to the company

A Director may resign from a company by giving a notice in writing to the company and the Board is required to intimate the ROC of such notice within 30 day in Form DIR-12. In case the Director chooses, he/she may also send a copy of the resignation letter to the ROC along with the reasons for resignation using form DIR-11. The format for resignation letter of Director is as follows:

Director Resignation Letter Format

Date, Month, Year

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 Private Limited with immediate effect (or resignation date) and request that a notice of my resignation letter be given to the Registrar of Companies and the Board of Directors be informed at their next Board Meeting.

I thank the Board of Director for having given me the opportunity and assistance to discharge my duties during my tenure as Director of the Company.

I request you to please provide me an acknolodgement for receipt 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.

Yours faithfully,

Companies duty on receiving Directors resignation letter

Once the company receives the resignation letter, and the Chairman of the Board has noted it, a letter must be sent to the resigning Director that his/her resignation letter has been received. The Company must also file with the ROC e-Form DIR-12 about the resignation of the Director from the Company.

Once, the ROC is informed, in the subsequent Board Meeting, the letter of resignation of the Director is placed before the Board and that fact would be recorded in the minutes of the meeting.

Liability of Director after resignation

After a Director has tendered his/her resignation and the Board has accepted the resignation, the Director cannot be held liable for liabilities incurred by the company after the date of acceptance of resignation. However, a Director who has resigned shall be liable even after his/her resignation for any offenses which occurred during his/her tenure as Director of the Company.

To complete formalities relating to adding a Director or resigning from the Board of Director, visit

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Comments (2)

K Guru Prasanna

Apr 10, 2016 at 2:42 PM

I have a directorship in a small company (private ltd) and would like to resign from the position. Is it fine to directly inform the ROC by filing form 11, with a copy to the Board as an intimation. ? Is the Board meeting and approval is required before resignation and filing Form 11 ? Appreciate you may guide me via mail.



Apr 11, 2016 at 2:25 PM

Hi Guru prasanna,
Its our pleasure to assist you we think it is better to have a telephonic conversation with our business adviser . so kindly provide your contact number to guide you better.


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