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Section 168 of the Companies Act 2013: Resignation of Director

SECTION-168 (Resignation of Director) under CHAPTER-XI (Appointment and Qualification of Directors) of the Companies Act, 2013

(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 director shall 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.





Extra Notes for Readers

(1) The Companies Act, 2013 received the assent of the President on the 29th August, 2013 (Published in the Gazette of India, Extraordinary, Part II - Section 1 by Ministry of Law and Justice, Legislative Department on 30th August, 2013) - link


(2) Section 168 of the Companies Act 2013 was notified by MCA Notification S.O. 902(E) dated 26th March 2014 (w.e.f. 1st April 2014) - link

(3) Relevant rule(s) of the Companies (Appointment and Qualification of Directors) Rules, 2014 (w.e.f. 1st April 2014) link
  • Rule 15 - Notice of resignation of director
  • Rule 16 - Copy of resignation of director to be forwarded by him
[Also check amendments, if any, to the Companies (Appointment and Qualification of Directors) Rules, 2014]

(4) Specified IFSC Public Company - MCA Notification G.S.R. 08(E) dated 4th January, 2017 - link


Serial
Number

Provisions of the Companies Act, 2013 (18 of 2013)

Exceptions/Modifications/Adaptations

44.

Proviso to sub-section (1) of section 168

For the word “shall” read as “may”.


(5) Specified IFSC Private Company - MCA Notification G.S.R. 09(E) dated 4th January, 2017 - link 



Serial
Number

Provisions of the Companies Act, 2013 (18 of 2013)

Exceptions/Modifications/Adaptations

29.

Proviso to sub-section (1) of section 168

For the word “shall” read as “may”.






This page was last updated on 29th March, 2017.

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