Chapter XI - Appointment and Qualifications of Directors
Section 168
Section 168: resignation of director
A director resigns by giving written notice to the company. The Board takes note, the company informs the Registrar, and the resignation is reported in the next directors' report.
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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(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 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.
Introduction
The company must inform the Registrar in the prescribed manner, time and form. It must also include the resignation in the directors' report laid at the next general meeting. Since 7 May 2018, the director may also send a copy of the resignation with detailed reasons to the Registrar within thirty days. Before that date, the proviso said the director "shall" do so.
The resignation takes effect from the later of two dates: the date the company receives the notice, or any date specified in it. The director remains liable for offences that occurred during their tenure. If all directors resign or vacate office under section 167, the promoter appoints directors. If there is no promoter, the Central Government does. These directors hold office until the company appoints directors in general meeting.
Key takeaways
Written notice
The director gives written notice. The Board takes note, and the company informs the Registrar.
Effective date
The later of the date the company receives the notice and any date stated in it.
Continuing liability
Resigning does not end liability for offences that occurred during the director's tenure.
Process the notice
On receiving a written resignation, the Board takes note of it. The company informs the Registrar in the prescribed manner, time and form, and includes the resignation in the directors' report laid at the next general meeting.
Section 55 of the Companies (Amendment) Act, 2017, in force from 7 May 2018, replaced "director shall also forward" with "director may also forward". Sending a copy of the resignation with detailed reasons to the Registrar within thirty days is therefore optional for the director.
Fix the effective date
The resignation takes effect from the later of the date the company receives the notice and the date, if any, that the director specifies. Record the date of receipt.
Plan for continuity
A director who has resigned remains liable for offences that occurred during their tenure. If all directors resign or vacate office under section 167, the promoter, or in the promoter's absence the Central Government, appoints the required number of directors. They hold office until the company appoints directors in general meeting.
Check class-specific exemptions
The MCA e-book for the Act lists modification notifications under this section for Specified IFSC public and private companies. Read the current notification before applying the general rule to those companies.
Practical preparation
Record the date the notice was received; identify any later effective date in the notice; place the notice before the Board; inform the Registrar as prescribed; include the resignation in the next directors' report; check that the Board will still meet the minimum number of directors.
Practical checklist
Do
- Record the date the company received the resignation.
- Check board composition requirements before the resignation takes effect.
Avoid
- Do not assume resignation ends liability for earlier offences.
- Do not leave the Registrar intimation until after the prescribed time.
Illustrative example
Hypothetical: resignation with a future date
A director delivers a resignation on 1 June that states it is effective from 30 June.
Receive
Record 1 June as the date the company received the notice.
Effective date
Apply the later date, 30 June.
Report
Inform the Registrar as prescribed and mention the resignation in the next directors' report.
Outcome
- The resignation takes effect on 30 June, and the director remains liable for offences that occurred during their tenure.
Glossary
- Effective date
- The later of the date the company receives the notice and any date specified in it.
- Directors' report
- The report laid at the general meeting in which the company must mention the resignation.
Frequently asked questions
Must the director send the resignation to the Registrar?
Not mandatorily. Since 7 May 2018, the director may send a copy with detailed reasons within thirty days. The company has its own duty to inform the Registrar.
When does a resignation take effect?
From the date the company receives the notice or the date specified by the director, whichever is later.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026