Importance of filing director resignation with ROC
Introduction
Many directors resign from a company assuming that submitting a resignation letter is enough.
That assumption is risky.
A director’s resignation is legally complete only when it is properly filed with the ROC.
If not filed, the director may continue to be treated as responsible for company compliances and defaults.
This blog explains why filing director resignation with ROC is critical and how it protects directors.
What Is Director Resignation Filing
When a director resigns, the company must file the prescribed form with the Registrar of Companies under the Companies Act, 2013.
This filing officially updates government records to show:
Date of resignation
Cessation of responsibility
Change in management structure
Without ROC filing, the resignation is not reflected in MCA records.
Why Filing Director Resignation with ROC Is Mandatory
Director resignation must be filed within the prescribed time (generally 30 days) from the date of resignation.
Even if:
Resignation letter is submitted
Board has accepted resignation
Director has stopped working
ROC filing is still compulsory.
What this really means is:
Resignation letter alone does not end legal responsibility.
Importance of Filing Director Resignation with ROC
1. Ends Legal Liability of Director
ROC filing ensures:
Director is no longer legally responsible
Future company defaults are not linked to the resigned director
Without filing, liability may continue on paper.
2. Protects Against Notices and Prosecution
If resignation is not filed:
ROC notices may still be issued to the director
Income Tax, GST, and other authorities may treat the director as responsible
Legal action may involve the ex-director
Proper filing protects personal interests.
3. Prevents Director Disqualification Risk
If the company becomes non-compliant after resignation but ROC records are not updated:
Director may still be shown as active
Risk of disqualification increases
Filing resignation breaks this connection.
4. Important for Future Directorships
Before appointing a person as director, MCA checks:
Past directorships
Resignation dates
Compliance history
Non-filed resignations create complications in future appointments.
Consequences of Not Filing Director Resignation
If resignation is not filed on time:
Additional ROC fees apply
Director may remain legally liable
Risk of notices, penalties, and litigation
Problems during background and MCA verification
This is one of the most common mistakes made by directors.
Common Reasons for Non-Filing
Assuming company will file on its own
Lack of follow-up after resignation
Internal disputes
Ignoring compliance timelines
None of these reasons protect the director legally.
How Directors Can Protect Themselves
Ensure resignation is filed with ROC
Obtain copy of ROC acknowledgment
Independently verify status on MCA portal
File resignation directly if company fails
Responsibility does not end until records are updated.
Conclusion
Filing director resignation with ROC is not optional.
It is the only way to legally close a director’s role and liability.
Timely ROC filing:
Ends responsibility
Protects future career
Avoids unnecessary legal trouble
Ignoring it can create years of stress.
Call to Action
If you have resigned as a director but your resignation is not reflected on the MCA portal, immediate corrective action is necessary to protect yourself from future liabilities.
Written by:
Abhishek Gupta
Chartered Accountant
Office No. 19, Sagar Building, 4th Floor, Plot-327,
Narshi Natha Street, Masjid Bunder (West),
Mumbai – 400009
📞9324776120
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