Governing Provisions

• The resignation of a foreign director is governed by the Companies Act, 2013, specifically Section 168, along with the company’s Articles of Association (AOA).
  
• The same rules apply to both resident and non-resident directors, subject to additional documentation requirements in case of foreign nationals.
  
• A director can resign at any time by giving a written notice to the company.
  
• The resignation becomes effective from the date specified in the notice or the date of receipt by the company, whichever is later.
  

Submission of Resignation

• The foreign director must submit a signed resignation letter addressed to the board of directors of the subsidiary.
  
• The resignation can be physically signed and scanned or digitally signed.
  
• If the AOA specifies a notice period or additional resignation formalities, those must be followed.
  
• The company is required to place the resignation before the Board in a board meeting or by circular resolution for noting and acceptance.
  
• A board resolution accepting the resignation must be passed and recorded in the minutes.
  

Filing with Registrar of Companies (ROC)

• The company must file Form DIR-12 with the ROC within 30 days of the resignation taking effect.
  
• DIR-12 must include:
  
  • A certified copy of the board resolution
    
  • The resignation letter from the foreign director
    
  • A declaration that the board has taken note of the resignation
    
• A Digital Signature Certificate (DSC) of an authorized director is required to file DIR-12.
  
• Upon filing, the director’s name is removed from the MCA records and company master data.
  

Optional Filing by the Director

• The resigning foreign director has the right to file Form DIR-11 with the ROC independently, though this is optional.
  
• DIR-11 includes:
  
  • A copy of the resignation letter
    
  • Details of the company and date of resignation
    
  • Confirmation of having informed the company
    
• Filing DIR-11 provides proof of resignation in case of future disputes or non-compliance by the company.
  

Post-Resignation Formalities

• The company must update its Register of Directors and Key Managerial Personnel (Form MBP-1 and DIR-8).
  
• If the foreign director was also an authorized signatory for bank accounts, the authority must be revoked.
  
• Companies must maintain proper board composition even after resignation; if the number of directors falls below the legal minimum, a new appointment must be made.
  
• In listed or regulated companies, the resignation may also need to be disclosed to SEBI, stock exchanges, or sector regulators.