Companies Act Section 168 — Resignation of director
CHAPTER XI APPOINTMENT AND QUALIFICATIONS OF DIRECTORS
Commercial / Corporate
Summary
Sub-section (1) allows a director to resign by giving written notice to the company. When the company receives this notice, its Board must take note of it, and the company must inform the Registrar in the prescribed manner, time, and form. The company must also mention the resignation in the directors' report presented at the very next general meeting. Additionally, the director may send a copy of the resignation along with detailed reasons to the Registrar within thirty days of resigning, in the prescribed manner.
Sub-section (2) states that the resignation takes effect from the date the company receives the notice, or from any later date the director specifies in the notice, whichever is later. Even after resigning, the director remains liable for any offences that occurred during their time in office.
Sub-section (3) covers the situation where all directors of a company resign or vacate their offices under section 167. In such a case, the promoter, or if there is no promoter, the Central Government, must appoint the required number of directors. These appointed directors will hold office until the company appoints new directors at a general meeting.
Official Text
(1) A director may resign from his office by giving a notice in writing to the company and the Board shall on receipt of such notice take note of the same and the company shall intimate the Registrar in such manner, within such time and in such form as may be prescribed and shall also place the fact of such resignation in the report of directors laid in the immediately following general meeting by the company:
Provided that a 3[director may also forward] a copy of his resignation along with detailed reasons for the resignation to the Registrar within thirty days of resignation in such manner as may be prescribed.
(2) The resignation of a director shall take effect from the date on which the notice is received by the company or the date, if any, specified by the director in the notice, whichever is later:
Provided that the director who has resigned shall be liable even after his resignation for the offences which occurred during his tenure.
(3) Where all the directors of a company resign from their offices, or vacate their offices under section 167, the promoter or, in his absence, the Central Government shall appoint the required number of directors who shall hold office till the directors are appointed by the company in general meeting.