Resignation of managing director
This query is : Resolved
20 December 2013
If a Managing Director(MD) of private company wants to resign from the post of MD but continue to be a director of the company than is there any specific section for resignation of MD.Because in this case company has passed ordinary resolution in general meeting & while filing form 23 for registering the said resolution we have to mention particular section & purpose.So whether there is any particular section for resignation of MD or if not than we can write only purpose that will do?
21 December 2013
Hi
Firstly you check your article what it says on appointment and resignation of managing director.
The MD provisions of Companies Act, 1956 is not applicable to private company.
You only pass a Board resolution for change in designation of director from MD to Director and file Form-32 with such Board resolution as an attachment with such form.
Firstly you check your article what it says on appointment and resignation of managing director.
The MD provisions of Companies Act, 1956 is not applicable to private company.
You only pass a Board resolution for change in designation of director from MD to Director and file Form-32 with such Board resolution as an attachment with such form.
21 December 2013
Sir, but in this case Board of private company consist of only 3 director out of which 1 director is in abroad, leave of absence is granted to him & out of other 2 director 1 director is interested (being MD)than only one director will remain for the purpose of quorum which will not be valid therefore we had called general meeting & passed resolution in that meeting.Appointment of MD was also done by holding General meeting & passing resolution in that meeting even though it is private company. So whether such resolution needs to be filed in form 23 or we should file form 32 directly . If form 23 is required than under which section .
21 December 2013
The provision of interested director is not applicable to private limited company.
21 December 2013
At the time of appointment of MD they had called general meeting & passed resolution. so it was valid ? even though board resolution will do but if the company has passed resolution in general meeting than whether it will valid or not?
21 December 2013
Yes, it will be valid and it will be a good compliance.
21 December 2013
expert reply.
21 December 2013
I did not get your reply.
21 December 2013
So, form 23 is required to be filed for registration of that resolution or only form 32 should be filed.
21 July 2025
Here's the detailed clarification regarding the resignation of a Managing Director (MD) in a private company:
1. Is there a specific section for resignation of MD?
The Companies Act, 2013 does not have a separate section specifically for resignation of a Managing Director.
MD is essentially a director with a specific designation.
Resignation of MD is treated as change in designation of the director.
2. Procedure for resignation of MD but continuing as director
Since the person wants to resign only from the post of MD and continue as director, the company needs to record a Board Resolution approving the resignation/change in designation.
This change is filed with Form DIR-12 (formerly Form 32 under Companies Act, 1956) with the Registrar of Companies (ROC).
Along with Form DIR-12, attach the Board resolution regarding the resignation/change in designation.
3. Is passing an ordinary resolution in General Meeting necessary?
For private companies, the appointment or removal of MD usually happens by Board resolution, unless the Articles of Association (AoA) specify otherwise.
If your AoA or previous practice was to appoint MD through General Meeting (GM), then passing the resolution in GM is valid and acceptable.
So, passing an ordinary resolution in GM to remove/resign the MD and continue him as director is valid.
4. Which form to file: Form 23 or Form 32 (DIR-12)?
Form 23 was under the Companies Act, 1956, related to appointment of Managing Director, Whole Time Director, or Manager.
Under the Companies Act, 2013, Form DIR-12 is used for appointment or change in designation of directors, including Managing Directors.
So, file Form DIR-12 (previously Form 32) for resignation/change in designation of MD.
Form DIR-12 captures resignation, appointment, or change in designation of directors.
Attach the resolution (Board or General Meeting) with the Form DIR-12.
1. Is there a specific section for resignation of MD?
The Companies Act, 2013 does not have a separate section specifically for resignation of a Managing Director.
MD is essentially a director with a specific designation.
Resignation of MD is treated as change in designation of the director.
2. Procedure for resignation of MD but continuing as director
Since the person wants to resign only from the post of MD and continue as director, the company needs to record a Board Resolution approving the resignation/change in designation.
This change is filed with Form DIR-12 (formerly Form 32 under Companies Act, 1956) with the Registrar of Companies (ROC).
Along with Form DIR-12, attach the Board resolution regarding the resignation/change in designation.
3. Is passing an ordinary resolution in General Meeting necessary?
For private companies, the appointment or removal of MD usually happens by Board resolution, unless the Articles of Association (AoA) specify otherwise.
If your AoA or previous practice was to appoint MD through General Meeting (GM), then passing the resolution in GM is valid and acceptable.
So, passing an ordinary resolution in GM to remove/resign the MD and continue him as director is valid.
4. Which form to file: Form 23 or Form 32 (DIR-12)?
Form 23 was under the Companies Act, 1956, related to appointment of Managing Director, Whole Time Director, or Manager.
Under the Companies Act, 2013, Form DIR-12 is used for appointment or change in designation of directors, including Managing Directors.
So, file Form DIR-12 (previously Form 32) for resignation/change in designation of MD.
Form DIR-12 captures resignation, appointment, or change in designation of directors.
Attach the resolution (Board or General Meeting) with the Form DIR-12.
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