Section 168 of the Companies Act, 2013
Section 168 of the Companies Act, 2013 deals with the Resignation of Directors from a company.
📜 Section 168 – Resignation of Director
âś… Key Provisions:
Resignation by Director:
A director may resign from their office by giving a written notice to the company.
The Board of Directors must take note of the resignation in the next Board meeting.
Filing with Registrar:
The company must intimate the Registrar of Companies (ROC) of the resignation by filing Form DIR-12 within 30 days from the effective date of resignation.
The resigning director may also file Form DIR-11 with the ROC within 30 days, stating the reasons for resignation. (Note: Filing DIR-11 by director is now optional for most companies, except in some cases.)
Effective Date of Resignation:
The resignation becomes effective:
From the date the notice is received by the company, or
From the date specified by the director in the notice,
Whichever is later.
Director’s Responsibility:
The resigning director remains liable for any offences or liabilities incurred during his/her tenure as director.
đź“ť Key Forms:
DIR-12 – Filed by the company to inform the ROC.
DIR-11 – (Optional) Filed by the resigning director to ROC.
🔎 Example:
If a director submits a resignation letter on 1st June 2025, stating the resignation is effective from 10th June 2025:
The effective date = 10th June 2025.
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