resignation from director post

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This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

30 November 2009 i am working in a ltd co as marketing head for 12 years and for the last 4 years served as director on board. i wanted to resign from the directorship but my management refused to accept my resignation. Pls advise how to exit from the directorship even if the management does not accept my resignation from directorship.

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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01 December 2009 A director may at any time resign his office. Check the Article of Association of the company, as Pvt. company may contain a provision regarding resignation. Subject to the articles of association, a director may resign at any time on giving notice to the company.

Where there is no provision making acceptance of resignation necessary, a director vacates office on giving notice of his resignation.

Resignation of a director takes effect from the date of the resignation letter. Where a resignation states that it is to take effect on acceptance, or the articles so require, acceptance is necessary to end the tenure of office.

Where, however, resignation says that it is to take effect immediately, acceptance is not necessary unless the articles or any provision of law makes it necessary. Any form of resignation, whether oral or written, is sufficient, provided the intention to resign is clear. In the absence of any indication otherwise, a resignation takes effect immediately. Resignation will not however relieve him from any liability, which he may have incurreed while in office.

It has been held by the Orissa High Court that in the absence of a provision in respect of resignation under the Act or under the articles, the resignation of a director does not require acceptance.

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