How a director resigns: section 168, DIR-12 and DIR-11

In short: a director resigns by written notice to the company (section 168(1) of the Companies Act, 2013). The company files Form DIR-12 with the Registrar within 30 days of receiving the notice (rule 15). The director may also file Form DIR-11 with the reasons within 30 days, but since 7 May 2018 that filing is optional.

The steps, in order:

• 1. The director gives written notice. The director writes to the company and can name the date the resignation should take effect. Send it by email, registered post or hand delivery, and keep proof that the company received it.
• 2. The resignation takes effect on the date the company receives the notice, or on the date stated in it, whichever is later (section 168(2)). The board does not have to accept it.
• 3. The board takes note of the resignation, usually at its next meeting (section 168(1)), and the company updates its register of directors and key managerial personnel (section 170(1)).
• 4. The company files DIR-12 within 30 days of receiving the notice, and posts the information on its website if it has one (rule 15). The 30 days do not wait for the board meeting.
• 5. The director may file DIR-11 within 30 days, with a copy of the resignation and detailed reasons (proviso to section 168(1) and rule 16).
• 6. The company places the fact of the resignation in the directors' report laid at the next general meeting (section 168(1)).

Alongside these filings, the company should change the bank mandate and any other registrations where the director was an authorised signatory.

DIR-12 and DIR-11 compared:

• Who files: DIR-12 is filed by the company; DIR-11 by the resigning director.
• Required or optional: DIR-12 is required; DIR-11 has been optional since 7 May 2018.
• Time limit: DIR-12 within 30 days of the company receiving the notice (rule 15); DIR-11 within 30 days of the resignation (rule 16).
• Attachments: DIR-12 carries the notice of resignation and evidence of cessation; DIR-11 carries the notice of resignation, proof of dispatch, and the company's acknowledgement where the form asks for it.
• Who signs: DIR-12 is signed by a director or key managerial person other than the one resigning and certified by a practising CA, cost accountant or CS (not needed for a One Person Company or a small company); DIR-11 is signed by the resigning director with a DSC registered against the DIN.
• Matching dates: the effective date of resignation in DIR-11 must match the cessation date in DIR-12 if the company has already filed it (MCA instruction kit for DIR-11).

What continues after the resignation:

• Liability for the past. A director who has resigned remains liable for offences that occurred during the tenure (proviso to section 168(2)).
• Minimum number of directors. A private company needs at least two directors, a public company three and a One Person Company one (section 149(1)). If a resignation takes the board below the minimum, the company should appoint a new director.
• If every director resigns. Where all the directors resign or vacate office, the promoter, or in his absence the Central Government, appoints the required number of directors, who hold office until the company appoints directors in general meeting (section 168(3)).

Common problems:

• No proof of delivery. Without it, the date the company received the notice, and so the effective date, is hard to show. DIR-11 also asks for proof of dispatch.
• The company does not file DIR-12. The director can file DIR-11 with the notice and proof of dispatch as their own record, and the company and its officers in default face the penalty under section 172.
• Dates that do not match between DIR-11 and DIR-12.
• An expired or unregistered DSC. The signatory's DSC must be valid and registered on the MCA portal against the DIN or membership number.

Fees: the normal fee for DIR-12 and DIR-11 depends on nominal share capital, from ₹200 below ₹1 lakh to ₹600 at ₹1 crore or more, and ₹200 for a company without share capital (Companies (Registration Offices and Fees) Rules, 2014). The MCA late fee calculator on this site works out the DIR-12 figure.

This note gives general information on the law as on 7 November 2026. It is not advice on any particular matter.