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Section168
The Companies Act, 2013

Resignation of director

In force From 01 Apr 2014 Act 18 of 2013 As on 15 Oct 2026

Act 18 of 2013 Ministry Corporate Affairs Enacted 29 Aug 2013 In force 01 Apr 2014 Instruments 18

Section 168 of the Companies Act, 2013 deals with resignation of director. 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 The Act came into force on 01 Apr 2014.

(1) 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 by the company:

Provided that a 1[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.

(2) The resignation of a director 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:

Provided that the director who has resigned shall be liable even after his resignation for the offences which occurred during his tenure.

(3) 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.

Section 168, The Companies Act, 2013 (Act 18 of 2013).

Cross-references

Extracted from the operative text of the enactments themselves. Every destination below exists in our corpus.

This section refers to

  1. s. 167 Vacation of office of director

Related judgements & precedents

These are some judgments that construed this section, and hold precedence value. They hold authority on how to read, interpret and use this section.

  1. Rajiv Sharma v. Registrar of Companies, Mumbai & Ors.

    High Court 09 Feb 2024 Persuasive (High Court Division Bench) W.P. 5003/2022 — Oral Judgment/Final Order 09.02.2024 (Bombay HC DB — G.S. Kulkarni & F.P. Pooniwalla JJ.)

    Court's Decision & Legal Precedent

    Under s.168(2), resignation takes effect from the later of notice receipt by the company or the date specified in the notice; where the Board noted resignation and the company never commenced business so DIR-11/12 could not be filed, ROC cannot keep the director’s name on MCA records merely for collateral company defaults — ROC must give effect to the statutory cessation.

    On this section: Clarifies that s.168(2) legal effect is not hostage to company e-form logistics; writ mandamus can compel ROC to update records after effective resignation.

    Read the full order on eCourts India

The holding above is the ratio decidendi as extracted from the judgment by eCourts India, reproduced unaltered — it is a rendering of the court's reasoning, not a substitute for its words. Read the order itself before relying on it.

Judgments citing this section

These may be obiter dicta or a precedent, for you to study. These are the judgments where this section is quoted.

  1. High Court 16 Sep 2021 KLHC010499042021

    … Section 67 (2) and (3) and Rule 19 aim at this object". Undisputedly, one of the Directors of Parays Holiday Hotels (P) Ltd has tendered resignation and that resignation came to be accepted by the Board of Directors. It is seen that as per the provisions of Section 168 of the Companies Act, change was notified to the Registrar of Companies as per the statutory requirements. The substantive relief claimed in the writ petition is for a declaration that the provisions of Section 67(2) and (3) of the Abkari Act to the extent claimed by the petitioner are ultra vires and …

    Read this order on eCourtsIndia

Made under this section, and citing it

17 instruments state that it was made under this provision — the power to make it comes from here, so a change to any of them changes what this section requires in practice. Newest first.

Another 1 instrument names this provision in its title or its text without being made under it.

All subordinate legislation

Questions about Section 168

What have the courts held on Section 168 of the Companies Act?

Rajiv Sharma v. Registrar of Companies, Mumbai & Ors. (09 Feb 2024) is the leading judgment on this section among those set out below: Clarifies that s.168(2) legal effect is not hostage to company e-form logistics; writ mandamus can compel ROC to update records after effective resignation.

How do I find court cases under Section 168 of the Companies Act?

In judgments and charge sheets this section is written several ways, and each form finds a different set of orders. These search the full text of every order eCourtsIndia holds, best matches first: Companies Act 168, section 168 Companies Act, section 168 of the Companies Act. People searching for it also type companies act 2006 section 168 and companies act 2006 section 168 and 169. Each opens the full list of orders on eCourtsIndia, where it can be narrowed by court, year and outcome. 1 reported judgment on this section is set out on this page, beginning with Rajiv Sharma v. Registrar of Companies, Mumbai & Ors. (09 Feb 2024).

What should I read with Section 168 of the Companies Act, and has it changed?

Its own text turns on section 167 (Vacation of office of director), so none of them can safely be read on its own. The rules and notifications made under it are where it actually bites, and there are 17: most recently G.S.R No. 38(E) Companies Appointment and Qualification of Directors Amendment Rules 2023 dated 20.01.2023 (2023), then G.S.R NO. 410 Companies (Appointment and Qualification of Directors) Amendment Rules, 2022 dated 01.06.2022 (2022), and 15 more.

When did Section 168 of the Companies Act come into force?

Section 168 of the Companies Act, cited as Companies Act 168, came into force on 01 Apr 2014, having been enacted on 29 Aug 2013. It is in force as at the date shown on this page.

Other sections of this Act

Source and method. Compiled from the enactments of Parliament and of the State legislatures as published on India Code, and republished together with commentary and other original matter under section 52(1)(q)(ii) of the Copyright Act, 1957. Structured, cross-referenced and maintained by eCourtsIndia. Text as in force on 15 Oct 2026. This page is not a substitute for legal advice.