✓
A director is stepping down
For personal reasons, a new job or any other reason.
Company / ROC
Director resignation: process, letter format and forms
A director resigns by giving the company a written notice. The resignation takes effect on the date the company receives it, or a later date the notice gives. The company files DIR-12 within 30 days, and the director may file DIR-11. We draft the letter and the Board resolution, and file DIR-12, and DIR-11 if the director wants one.
DIR-12 and DIR-11A named managerFree consultation
Overview
What is a director's resignation?
Section 168 of the Companies Act, 2013 lets a director resign at any time by notice in writing to the company. The Board takes note of it, the company tells the ROC in DIR-12, and the resignation is mentioned in the directors' report at the next general meeting. The director may also send the ROC a copy, with reasons, in DIR-11.
Why resign
When do you need it?
✓
Founder exit or restructuring
A founder leaves the Board, or the Board is reshaped.
✦
Investor nominee stepping off
An investor's nominee leaves the Board.
How it works
How a director resigns, step by step
What we do: we draft or check the letter, prepare the Board resolution, and file DIR-12, and DIR-11 if the director wants one.
01
The director sends a signed resignation letter
To the company, addressed to the Board, with the date it should take effect.
02
The resignation takes effect
On the date the company receives the letter, or a later date given in it, whichever is later.
03
The Board takes note
Of the resignation, and records it in the minutes. Section 168 asks the Board only to take note; it does not ask for acceptance.
04
The company files DIR-12
Within 30 days of receiving the letter, and puts the resignation on its website, if it has one.
05
The director may file DIR-11
Within 30 days, with a copy of the letter and the reasons.
06
The directors' report
At the next general meeting mentions the resignation.
Forms
DIR-12 and DIR-11
DIR-12
DIR-11
Who files
The company
The director who resigned
Required?
Yes
No, optional since 7 May 2018
When
Within 30 days of receiving the notice
Within 30 days of resigning
Attach
The letter, proof of receipt and the Board resolution
A copy of the letter, with reasons
A director who lives outside India can authorise a practising CA, CS or CMA, or a resident director of the company, to sign and file DIR-11. More on the form in our DIR-12 guide.
Board size
If the resignation leaves too few directors
A private company needs at least 2 directors and a public company 3. A resignation that takes the Board below that leaves the company short, so appoint a new director, ideally before the resignation takes effect. If every director resigns or leaves, the promoter (or, if there is none, the Central Government) appoints directors until the members appoint new ones in a general meeting (section 168(3)). See director appointment.
Liability
Liability after resignation
A director who resigns stays liable, even after resigning, for offences that happened while they were a director (section 168(2)). The section sets no end date for this. Resigning does not end liability for what happened before the resignation.
Deadlines
Time limits in the law
Step
Time limit
Resignation takes effect
When the company receives the notice, or a later date in it
DIR-12 by the company
Within 30 days of receiving the notice
Resignation on the company's website (if any)
Within 30 days of receiving the notice
DIR-11 by the director (optional)
Within 30 days of resigning
Documents required
Documents we need
- ✓The signed resignation letter, with the date it takes effect
- ✓Proof that the company received it (an email, a courier receipt or an acknowledgement)
- ✓The Board resolution taking note of it (we draft it)
- ✓The DSC of a continuing director to sign DIR-12, and the resigning director's DSC if DIR-11 is filed
Pricing
Fees
We do not publish a fixed fee for this service. Tell us about the resignation in a free consultation and we will tell you our fee before you pay. The government fee for DIR-12 is ₹200 to ₹600, set by the company's nominal share capital; see the DIR-12 fee table. Government charges pass through at actuals, never marked up.
Avoid these
Mistakes to avoid
- The company not filing DIR-12: the director's name stays on the MCA records. The director can file DIR-11 to put the resignation on record.
- Leaving the Board below the minimum: appoint a replacement before or with the resignation.
- No proof of delivery: the resignation takes effect when the company receives the letter, so keep proof of the date.
- Waiting for the Board to "accept" it: the law does not ask for acceptance. The Board takes note, and the 30 days run from receipt.
Why us
Why choose FilingSetu?
A named manager
One person who knows your file, from start to finish.
A free consultation
Talk to us before you decide.
Your fee before you start
We tell you the fee in the consultation, before you pay.
Papers and filing together
We draft the letter and the resolution, and file DIR-12, and DIR-11 if the director wants one.
FAQ
Director Resignation, answered.
What is the procedure for resignation of a director?
The director sends a written resignation to the company. It takes effect when the company receives it, or a later date in it. The Board takes note, the company files DIR-12 within 30 days, and the director may file DIR-11.
Is DIR-12 required for resignation of director?
Yes. The company must file DIR-12 within 30 days of receiving the resignation (rule 15 of the Appointment Rules).
Can a director resign without board resolution?
Yes. The resignation takes effect when the company receives the notice, or a later date in it. The Board must take note of it, but section 168 does not ask the Board to approve it.
Does a Board of Directors have to accept a resignation?
No. Section 168 says the Board takes note of the resignation, and the resignation takes effect on receipt. So the Board cannot refuse it. This is our reading of section 168.
How much notice should a director give when resigning?
The Act does not set a notice period. The resignation takes effect from the date the company receives it, or a later date the director gives. The articles or a contract may ask for notice. This is our reading of section 168.
How long is a director liable after resignation?
For offences that happened while they were a director, a director stays liable even after resigning (section 168(2)). The section sets no end date.
What documents are required for a director to resign?
A signed resignation letter, proof that the company received it, and the Board resolution taking note of it. The company files these with DIR-12.
Is DIR-11 mandatory?
No. Since 7 May 2018 the director may file DIR-11; it is not required. The company's DIR-12 is required.
Can a director resign if they are the only director?
The law lets any director resign. But a company must keep its minimum number of directors, so appoint a new director first. If all directors leave, the promoter or the Central Government appoints directors under section 168(3).
What is the format of a director's resignation letter?
Address it to the Board. Give your name, DIN, the company's name, the date the resignation takes effect and, if you wish, the reasons. Sign and date it.
Processing a director's resignation?
Tell us about the resignation and we will confirm the steps and our fee. The consultation is free.