Below is a detailed guide to the
process:
Review Articles of Association (AOA): Review the company's Articles of Association to
understand any specific provisions regarding the resignation of directors.
Convene Board Meeting: Convene a meeting of the Board of Directors to
consider and accept the resignation of the director. Prepare and circulate the
agenda along with necessary documents to the board members in advance of the
meeting.
Pass Board Resolution: During the board meeting, pass a resolution accepting
the resignation of the director. The resolution should specify the name of the resigning
director, the effective date of resignation, and any other relevant details.
Obtain the resignation letter from the director confirming their intention to
resign.
File Form DIR-12: Within 30 days of the resignation, file Form DIR-12
with the Registrar of Companies (RoC) to intimate them about the resignation of
the director.Attach the necessary documents, including the board resolution
accepting the resignation and the resignation letter from the director. Pay the
prescribed filing fee.
Update Register of Directors: Update the Register of Directors maintained by the
company to reflect the resignation of the director. Ensure compliance with the requirements
of Section 170 of the Companies Act, 2013, regarding maintenance of registers.
Issue Letter of Resignation Acceptance: Provide the resigning director with a letter
acknowledging the acceptance of their resignation. Confirm the effective date
of resignation and any other relevant details.
Update Other Records: Update other relevant records and documents,
including the Memorandum of Association, Share Certificates, and any agreements
or contracts, to reflect the resignation of the director.
Compliance with Disclosure Requirements: Ensure compliance with any additional disclosure
requirements applicable to the resignation of directors, such as those related
to related party transactions or conflict of interest.
By
following these steps and adhering to the requirements of the Companies Act,
2013, a company can successfully manage the resignation of a director. It's essential
to maintain proper documentation and ensure timely compliance with all legal
and regulatory obligations.
