Resignation of a Director: Section 168

The resignation of a director is a one-line act with a three-part aftermath. Under section 168 of the Companies Act, 2013 a director resigns by giving a notice in writing to the company. The Board then takes note of it, the company tells the Registrar, and the fact goes into the report of directors at the next general meeting. Two details decide most real questions about it: exactly when the resignation takes effect, and what liability survives it.

What happens on the resignation of a director?

Section 168(1) sets out four consequences of a single notice in writing:

1. The director resigns from his office by giving a notice in writing to the company.
2. The Board shall, on receipt of such notice, take note of the same. The Board takes note; it does not accept or reject. Nothing in the sub-section makes the resignation conditional on the Board's agreement.
3. The company shall intimate the Registrar in such manner, within such time and in such form as may be prescribed.
4. The company shall place the fact of such resignation in the report of directors laid in the immediately following general meeting.

The fourth is the one that reaches an outside reader without any search. A resignation during the year appears in the directors' report tabled at the next general meeting, whether or not anyone noticed the filing at the time.

On the prescribed form and time under section 168(1). The manner, time and form of the company's intimation to the Registrar, and the manner of the director's own optional filing under the proviso, are prescribed by the Companies (Appointment and Qualification of Directors) Rules, 2014. That rule set was not obtained for this page. On 3 September 2026 the principal-rules filename at thc.nic.in returned, under HTTP 200, the Companies (Appointment and Qualification of Directors) Third Amendment Rules, 2022, G.S.R. 662(E), which only replaces an e-form under rule 12A and carries no rule 15 or 16; India Code returned 404 and the Ministry of Corporate Affairs returned 403. This page therefore states the delegation and does not name the prescribed forms. The section text is the Companies Act, 2013 as consolidated on India Code.

When does the resignation take effect?

Section 168(2) gives a two-date rule: the resignation shall take effect from the date on which the notice is received by the company, or the date, if any, specified by the director in the notice, whichever is later.

"Whichever is later" does the work, so run it on concrete dates. Take a notice signed on 1 September that reaches the company on 3 September:

The third row is the point of the rule. A director cannot backdate his exit by naming an earlier date in the notice, because the sub-section takes the later of the two and the date of receipt always wins against an earlier specified date. A forward-dated resignation, by contrast, holds until the date named.

What survives the resignation

The proviso to section 168(2) is one sentence and it is the reason resignation is not an exit from exposure: the director who has resigned shall be liable even after his resignation for the offences which occurred during his tenure.

That is why the effective date matters beyond the register. It fixes the closing boundary of the tenure that the proviso attaches liability to, and section 168(2) does not let that boundary be moved backwards.

The director's own filing, and what changed in 2018

The proviso to section 168(1) gives a resigning director a route to the Registrar that does not depend on the company: a director may also forward a copy of his resignation, along with detailed reasons for the resignation, to the Registrar within thirty days of resignation, in such manner as may be prescribed.

That proviso used to be mandatory. The words "director shall also forward" were substituted with "director may also forward" by the Companies (Amendment) Act, 2017 (Act 1 of 2018), section 55, with effect from 7 May 2018. So from that date the director's own filing of his detailed reasons became optional, while the company's intimation under section 168(1) stayed compulsory.

For anyone reading a board change, that is the single most useful fact in the section. The company's intimation says a director left. The director's own filing, where he chooses to make one, is the only place the reasons are stated by him, and since 7 May 2018 nothing in section 168 requires him to make it. Silence on reasons is therefore not a compliance failure.

When the whole board goes

Section 168(3) covers the case where there is nobody left. Where all the directors of a company resign from their offices, or vacate their offices under section 167, the promoter or, in his absence, the Central Government shall appoint the required number of directors, who shall hold office till the directors are appointed by the company in general meeting.

Note that the sub-section covers two different exits, resignation under section 168 and vacation of office under section 167, and gives them the same fallback. The appointees are caretakers: they hold office only until the members appoint directors in general meeting.

Where this sits in the disclosure picture

• Removal of a director, section 169 covers the route the members take when a director does not resign.
• What is director disqualification under section 164 covers the grounds that lead to vacation of office rather than resignation.
• Duties of a director, section 166 covers the obligations whose breach during the tenure the section 168(2) proviso keeps alive.
• Additional, alternate and nominee directors, section 161 covers how a casual vacancy left by a resignation gets filled between meetings.
• What is material event disclosure covers the separate exchange announcement a listed company makes when a director resigns.
• What is a corporate governance report is the quarterly disclosure of the board composition a resignation changes.

Flock reports the filings themselves, each stamped with its date and linked back to the exchange or regulator that published it. What any of it means for you is your call to make.