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Companies Act / Directors

Resignation of Director (Section 168): Notice Period, Filing, and Liability

A simple guide to director resignation under Section 168, explaining the notice, the 30-day filing and the director's continuing liability.

29 Oct 20262 min read

A director can resign from office under Section 168 of the Companies Act, 2013. The resignation is a voluntary act, but it has procedural requirements and consequences.

The notice

The director must give a written notice of resignation to the company. The notice must state the reasons for the resignation. The resignation is effective from the date mentioned in the notice, or from the date of receipt by the company if no date is mentioned.

The filing

The company must file Form DIR-12 with the ROC within 30 days of the resignation. The company must also intimate the Registrar about the resignation. The director must file a copy of the resignation with the ROC.

The liability

A director who resigns remains liable for the acts done during their tenure. The resignation does not absolve the director of the liability for the period they were in office. The director should ensure that the resignation is properly recorded and that the ROC filing is completed.

The practical points

The director should give the written notice and keep a copy. The company should file DIR-12 within 30 days and update the register of directors. The director should follow up with the company for the filing, because a missing filing can affect the director's record.


Call to Action: We advise companies and directors on resignation notices, DIR-12 filings and liability. For a resignation review, contact office@anujdesaiassociates.com, Ph No. 9619456656, Website https://anujdesaiassociates.com, LinkedIn linkedin.com/in/ca-anuj-desai-122547230.

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