resignation of company secretary

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CS Ashish Jain (Querist)
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06 June 2010 A person who was working as a Company Secretary in a public company resigned from the job 2 months back but due to some disputes between the management and CS company has not filed the form 32 for his resignation.

Now he has joined the another company and wants file form 32 for his new appointment. my question is whether he can file the F-32 for his new appointment since the F-32 is not yet filed for his cessation from the old company.

if it is not possible to file F-32 for new appointment than what options are availble for the cs if old company not ready to file F-32 for his cessation.

Rasesh

Rasesh (Expert)
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06 June 2010 If the old company is not filing form 32, then the CS may send a letter to the ROC stating that he has resigned w.e.f. ____ and also enclose a copy of his resignation letter.

His appointment in the new company may not be taken on record by the ROC even if the new company files Form 32, because he would be already registered with the old company.

CS Ashish Jain

CS Ashish Jain (Querist)
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08 June 2010 A person who was working as a Company Secretary in a public company resigned from the job 2 months back but due to some disputes between the management and CS company has not filed the form 32 for his resignation.

Now he has joined the another company and wants file form 32 for his new appointment. my question is whether he can file the F-32 for his new appointment since the F-32 is not yet filed for his cessation from the old company.

if it is not possible to file F-32 for new appointment than what options are availble for the cs if old company not ready to file F-32 for his cessation.

Asha Kanta Sharma

Asha Kanta Sharma (Expert)
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21 July 2025 Here’s a clear answer and practical steps for the Company Secretary (CS) facing this situation:

Issue:
The CS resigned from Company A but the company has not filed Form 32 for his resignation (cessation).

Now the CS has joined Company B and wants to file Form 32 for his new appointment.

Question: Can the CS file Form 32 for new appointment without the old company filing the cessation?

Legal & Practical Position:
Filing Form 32 for New Appointment Without Cessation of Old Appointment Is Not Allowed
The Registrar of Companies (ROC) will not accept Form 32 for new appointment if the previous appointment is not marked as ceased in ROC records.

Responsibility to File Form 32 for Resignation (Cessation) Lies with the Old Company
It is mandatory for the old company to file Form 32 within 30 days of cessation.

If Old Company Is Not Complying:
The CS can take the following actions:

Send a Registered Letter to Old Company Management formally requesting filing of Form 32 for resignation with copies of resignation letter and proof of resignation date.

Send a Copy of the Resignation Letter to ROC with a Request for Cessation Update (along with proof of resignation and delivery proof to the company).
This may prompt ROC to take notice or even take action against the old company for non-compliance.

File a Complaint or Application with ROC
The CS can file a complaint about the non-filing by the company, as it is a statutory obligation.

Inform New Company
The new company should be made aware of the situation and that the ROC may not accept the new appointment filing until the cessation is registered.

Summary:
CS cannot file Form 32 for new appointment without cessation of old appointment being recorded in ROC records.

CS should formally communicate with the old company to file the cessation.

CS can send resignation letter and request to ROC directly.

CS can take legal action/complaint if old company refuses to comply.

New company should file Form 32 for appointment once the old appointment is ceased.

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