Resignation of Director

Notified Date of Section: 01/04/2014

168. (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:

1&2[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.

 Exceptions/ Modifications/ Adaptations

1. In case of Specified IFSC Public Company - In Proviso to sub-section (1) of section 168, for the word “shall” read as “may”. - Notification Dated 4th January 2017.  
2. In case of Specified IFSC Priavte Company - In Proviso to sub-section (1) of section 168, for the word “shall” read as “may”. - Notification Dated 4th January 2017 


3. Substituted by  the Companies Amendment Act 2017 :- Amendment Effective From 7th May 2018

In section 168, in sub-section (1), in the proviso, for the words,

"director shall also forward"

the following words shall be substituted, namely :-

"director mayl also forward"