resignation of directors

A private ltd. company has two directors, both resigned. now what would be company's status and will there be any need of former directors consent in new directors appointment?

Hello Divya!

The Company can refer section 168(3) of Companies Act, 2013. The section provides that when all the directors of a company resign from the Board, the promoter or the Central Government in promoter’s absence, shall appoint the required number of directors who shall hold office till the directors can be appointed in the general meeting.

Generally the Companies where all the directors have resigned face a lot of difficulties while filing the forms for appointment of new directors. Filing of eforms on MCA portal requires digital signatures of the Authorised Signatory Director. When all the directors resign from the Board, there are no authorised signatory director left in the Company (due to deactivation of DSC of resigning director on filing of DIR-11). Therefore eform for appointment of new director can’t be filed.

MCA issued a clarification in this regard vide General Circular No. 3/2015 dated 3rd March, 2015. MCA clarified that in such scenario (as mentioned in scenario b.), the ROC may allow any one of the resigned director (who was an authorised signatory of the Company) to file the eform as applicable and subject to the compliance of other provisions of Companies Act, 2013.

For any further clarrification, you may contact @ or call on the given number.


Adv. Rohit Dalmia





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