Become a Govt. Certified GST Practitioner in just 60 hrs. Register Now!

Resignation by director of pvt. co.

KAUSHAL MITTAL (director) (50 Points)

05 July 2016

THERE ARE 2 DIRECTORS IN A PVT. LTD. COMPANY. ONE OF THE DIRECTORS WANTS TO RESIGN FROM THE COMPANY BUT THE OTHER IS NOT READY TO ALLOW THE SAME.

AFTER COMPANIES ACT, 13 THOUGHT ONE CAN FILE DIR-11 BUT MY QUESTION IS WHETHER THE SAME IS POSSIBLE IN CASE WHERE THERE ARE ONLY TWO DIRECTORS.

THANKING YOU IN ANTICIPATION.

Reply
Follow
Share

4 Replies

ANCHAL YADAV (STUDENT) (42 Points)
Replied 05 July 2016

Dear Sir,

As per Section 168 of the Companies Act, 2013: -A director may resign from his office by giving a notice in writing to the company and the Board shall on receipt of such notice take note of the same and the company shall intimate the Registrar in such manner, within such time and in such form as may be prescribed and shall also place the fact of such resignation in the report of directors laid in the immediately following general meeting.

Further after receiving the acknowledgement from the Company for his resignation he can File DIR-11 with the ROC within 30 days of his resignation .

As you mentioned above that there are Two Directors only in the Private Company then also he can file his resignation with the Company and Other Director after receiving his resignation letter has to call a Borad meeting for placing his resignation letter in the Board meeting and releiving him of his duties and then he has to make appointment of other Director in that meeting so that there is Compliance of Sec.149 of Companies Act,2013 to have Minimum two Directors in case of Private Company.

So in your case Director can file his resignation letter and after receiving the acknowledgement from the Company he can File the Form DIR-11.

Upgrade to CAclubindia Pro. Subscribe Now!

Rohan Arora (Student) (21 Points)
Replied 05 July 2016

But if in case the other director also wishes for resignation what would be the fate of the organisation?

ANCHAL YADAV (STUDENT) (42 Points)
Replied 05 July 2016

Generally In Private companies shareholders are the Directors of the Company so if one director is resigning from the Company then it is not necessary that Other Director would also resign but if he intends to resign then he will only do so when he is not a Shareholder or he has no interest in the Company.

In that Case he will provide his resignation letter to the Shareholders of the Company and then Shareholders of the Company will apoint new directors.

1 Like