Resignation of Directors

The Director holds the authority for managing and administering the Company. An outgoing Director can either choose to resign voluntarily or be removed following the prescribed legal procedure.

In such instances, a Director can resign or be removed by filing an intimation of the change of Director with the Ministry of Corporate Affairs (MCA).

The procedures for resignation and removal of Directors differ based on whether it is initiated by the Board or Shareholders. For resignation, an outgoing Director can submit a simple resignation letter in writing to the company, and the necessary documents and e-forms must be filed with the MCA within 30 days. Additionally, the Director is required to submit a copy of the resignation to the Registrar of Companies (ROC) by filing the required documents and e-forms.

Time to legal can assist you in legally managing the removal or complying with the Director resignation process. The average time taken to file for Director’s resignation is approximately 1 to 5 working days, depending on government processing time and the submission of client documents.


What are the Types of Directors in a Company ?

1. Executive Director:

An Executive Director is a full-time employee of the Company responsible for overseeing its day-to-day business affairs and administrative functions. They are entitled to draw a salary, attend board meetings, and represent the Company at a global level.

2. Non – Executive Director:

A Non-Executive Director is not involved in the day-to-day business affairs and administrative functions of the Company. Their role allows them to attend Company Meetings and offer professional services. However, as a Non-Executive Director, they are not eligible to receive a salary from the Company.

3. Managing Director:

The Managing Director is a Director who holds significant powers in managing the company’s affairs. The Roles and Responsibilities of the Managing Director are determined by the Articles of Association or the Agreement between the Company and the said Director.

4. Additional Director:

The Board of Directors of the Company has the authority to appoint an Additional Director between two annual general meetings, as per the provisions mentioned in the Articles of Association. The role of an Additional Director is temporary, and they can only hold office until the date of the next Annual General Meeting of the Company.

5. Alternate Director:

If the Original Director is absent for a period of at least three months, the Board of Directors may appoint an Alternate Director to act on behalf of and represent the absent Director during their absence.


Process for Resignation of Director

Step 1: Prepare the Resignation Letter of the resigning Director.

Step 2: Submit the resignation letter to the Board of the Company.

Step 3: The Board of Directors accepts the resignation by passing a resolution.

Step 4: File Form DIR-11 for Notice of resignation with the Registrar of Companies (ROC).

Step 5: File Form DIR-12 for the return of change in the Board of the Company.

The entire process for registration of Company will take at least 2 to 4 working days from the receipt of all the necessary documents and filing with the ROC.