DIR-2 Consent & Director Resignation Letter Format — Appointment Pack
DIRECTOR APPOINTMENT / RESIGNATION PACK
[DIR-2 consent, appointment letter, resignation letter and section 168 acknowledgement — Companies Act, 2013]
PART A — FORM DIR-2: CONSENT TO ACT AS A DIRECTOR
[Pursuant to section 152(5) and Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014]
To, {{company_name}}, {{registered_office}}
Subject: Consent to act as a director
I, {{director_name}}, hereby give my consent to act as director of {{company_name}} (CIN: {{cin}}), pursuant to section 152(5) of the Companies Act, 2013, and certify that I am not disqualified to become a director under the Companies Act, 2013.
| Particulars | Details |
|---|
| Name | {{director_name}} |
| DIN | {{din}} |
| Father's name | ____________ |
| Address | {{director_address}} |
| E-mail / mobile | ____________ |
| PAN | ____________ |
| Occupation & educational qualification | ____________ |
| Nationality & date of birth | ____________ |
| No. of companies in which already a director | ____________ |
I declare that I have not been convicted of any offence, am not an undischarged insolvent, and that no disqualification under section 164 of the Companies Act, 2013 applies to me. Particulars of any pending criminal proceedings: ____________ [state / 'None'].
Signature: ____________ | Date: 31 July 2026
PART B — APPOINTMENT LETTER
Date: 31 July 2026
To, {{director_name}}, {{director_address}}
Subject: Appointment as Additional Director of {{company_name}}
Dear {{director_name}},
We are pleased to inform you that the Board of Directors of {{company_name}} (CIN: {{cin}}), at its meeting held on ____________, has appointed you as Additional Director of the Company with effect from {{effective_date}}, subject to the provisions of the Companies Act, 2013 and the Articles of Association.
- Term: ____________ [for an additional director — office up to the next annual general meeting u/s 161(1), where the appointment may be regularised; state the tenure for other categories].
- Role and expectations: ____________ [board and committee responsibilities].
- Sitting fees / remuneration: ____________ [as approved under the Act and the Articles].
- Obligations: disclosure of interest in Form MBP-1 at the first board meeting (s. 184(1)), declaration of non-disqualification, intimation of changes in other directorships, and compliance with the code of conduct.
- The Company will file e-form DIR-12 with the Registrar of Companies within 30 days of your appointment; kindly return the enclosed Form DIR-2 (consent) and Form MBP-1 at the earliest.
Kindly signify your acceptance by countersigning the duplicate of this letter.
For {{company_name}}
_______________________________
Director / Company Secretary
PART C — RESIGNATION LETTER (FROM THE DIRECTOR)
Date: 31 July 2026
To, The Board of Directors, {{company_name}}, {{registered_office}}
Subject: Resignation from the office of director — section 168 of the Companies Act, 2013
Dear Sirs,
I, {{director_name}} (DIN: {{din}}), hereby tender my resignation from the office of director of {{company_name}} with effect from {{effective_date}} / the date of receipt of this notice by the Company, whichever is later, owing to ____________ [state the reason — personal commitments / preoccupation / other engagements].
I request the Board to take this letter on record, intimate the Registrar of Companies in e-form DIR-12 within the prescribed time, and relieve me of my responsibilities. I confirm that I have no claims of any nature against the Company.
Yours faithfully,
_______________________________
{{director_name}} (DIN: {{din}})
{{director_address}}
PART D — COMPANY ACKNOWLEDGEMENT OF RESIGNATION [s. 168]
The Board of Directors of {{company_name}} at its meeting / by circular resolution dated ____________ took note of the resignation of {{director_name}} (DIN: {{din}}) from the office of director. Under section 168(2), the resignation takes effect from the date on which the notice was received by the Company or the date, if any, specified by the director in the notice, whichever is later — being {{effective_date}}. The resigning director remains liable for offences which occurred during his tenure (s. 168(2) proviso).
- Company obligation — e-form DIR-12: the Company must intimate the Registrar of the appointment or resignation within 30 days (s. 170(2) read with Rule 18 of the Companies (Appointment and Qualification of Directors) Rules, 2014), attaching the resignation letter / DIR-2 and the board resolution.
- Director option — e-form DIR-11: the resigning director MAY (optional — the Companies (Amendment) Act, 2017, effective 07.05.2018, changed 'shall' to 'may' in the proviso to s. 168(1)) forward a copy of the resignation with reasons to the Registrar in DIR-11 within 30 days. Filing DIR-11 remains prudent where the director doubts the company will file DIR-12, as it independently records the cessation.
- Drafting hint: record the exact date and mode of receipt of the resignation notice (e-mail timestamp / courier POD) — the effective date under s. 168(2) turns on receipt, and the DIR-12 attachment should evidence it.
