Resigning as director

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Raaj (Querist)
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12 December 2015 Dear Sir I am the managing director of a private limited company. And due to some personal problem i want to resign from board of director. Can I do this without taking help of CA and giving notice in board. As following normal procedure will not be possible for me.

Bhaskaran Chackrapani Warrier

Bhaskaran Chackrapani Warrier (Expert)
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13 December 2015 1. Board resolution is required.

2. Resigning Director has to e-file form DIR-11.

3. Company has in turn to e-file DIR-12.

4. Practicing professional's service is required.

Raaj

Raaj (Querist)
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25 January 2018 Dear SirIn my situations I am not holding good relations with co board member . They shall not give board resolution. In such situation what is the procedure?

Aashok Kumar Sharma online

Aashok Kumar Sharma online

(Expert)
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21 July 2025 Hey! So if you're a director wanting to resign but the board members are not cooperating (not giving a board resolution), here’s what you can do:

How to resign as a director if board resolution is not being provided:
Send a formal resignation letter to the company’s registered office and to the board of directors by registered post with acknowledgment (or any method that proves delivery).

File DIR-11 yourself (e-form for resignation of director) with the Ministry of Corporate Affairs (MCA).

You need a valid Digital Signature Certificate (DSC) for this.

When you file DIR-11, the company also needs to file DIR-12 to notify MCA of your resignation. But even if the company delays or refuses, your resignation is effective from the date you send the letter.

If the company refuses to file DIR-12, you can approach the Registrar of Companies (ROC) with a copy of your resignation letter and proof of sending it.

Important Points:
Your resignation takes effect the moment your letter is received by the company, irrespective of whether a board meeting or resolution happens.

If the company delays filing DIR-12, the company can be penalized. You should keep all proofs safe for your protection.

While you can do this on your own, having a CA or a professional assist can make the process smoother but it’s not mandatory.

Summary:
You can resign unilaterally by sending a resignation letter and filing DIR-11 yourself.

Board resolution is required for the company to file DIR-12, but your resignation still stands from the date you resign.

If the company doesn’t cooperate, you can take the matter to ROC.

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