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rajvinder singh (advocate)     29 September 2009

how a director can resign from company

sir please tell how a director can resign from the company.he is not an active director.kindly adviose what is the procedure to resign from a company.

the reason is to avoid the criminal liability under section 138 n i act.The M D is issuing the cheques and the notices are coming to directors for insufficient funds.

in such a situation where a director is not active in the business of the company and has recieved 8 notices u/s 138 N I Act.what should be done and what should be the procedure to resign from a company



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 4 Replies

rajvinder singh (advocate)     29 September 2009

sir please provide me the format of the notice i shall be thankful to you

Virender Negi (Lawyer)     29 September 2009

There is no provision under the companies act prescribing the mode of resignation by a director. Only section 303 of the act says that the company is required to maintain a register of director and record their details as to removal, resignation etc. Therefore most of the companies provide the mode of resignation in their articles of association. if the articles of association os silent, then a director can resign from his designation by siply writing a letter to the board of directors that he intend to resign from the directorship with immediate effect. the resignation is effective from the date the resignation is tendered. you can send the resignation letter via registered post acknowledgement due as a proof of delivery. unless and until the articles of association state otherwise, it can be done unilaterally. However it is to be noted that the resigning director shall be liable for such action taken by the company during his directorship. he can however mitigate his liability if he proves that the act was done without his knowledge and consent and he had not control over the day to day affairs of the company.

Virender Negi (Lawyer)     29 September 2009

there is no specific format for resignation. you can just write a letter to the board of directors with the subject as resignation from the post of director of the company and write that you hereby tender your resignation with immediate effect from the post of director of the company.

hope this answers your concerns...

Harish Chand Gupta (Practice)     29 October 2009

Except Managing Director all directors can resign unless provided by Articles of Association of the company and there liability cease to exit the same day he resigns. Acceptance is not a criteria if not provided by Articles of Association. And in case of 138 Form 32 should be presented in the court effecting resignation.


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