Step by step
- Resignation letter: the director writes to the board, gives the date of resignation and, ideally, the reason. Keep proof of delivery, such as an email acknowledgement or courier receipt.
- Board takes note: the board notes the resignation at its next meeting. It cannot refuse or delay a resignation; there is no notice period under the Act, though a service contract may set one.
- DIR-12 by the company: filed within 30 days of receiving the notice, with the resignation letter and proof of delivery attached.
- DIR-11 by the director (optional): filed within 30 days of resignation with the reasons. Useful where the company is unlikely to file DIR-12.
- Records: update the register of directors, the company website if it has one, and the next directors' report.
Points to check before resigning
- Minimum directors: a private company needs at least two directors, an OPC one and a public company three. If the resignation would take the board below the minimum, appoint a new director first; see add a director.
- Resident director: every company needs at least one director who stayed in India for 182 days or more in the previous calendar year.
- Digital signature and DIN: the company files DIR-12 with an authorised signatory's DSC, so the resigning director's DSC is not needed. Keep your DIN and director KYC current, as they are personal to you.
- Bank and GST signatories: resign as bank signatory and update GST authorised signatory details separately; the ROC filing does not do this.
Liability after resignation
Under section 168(2), a director who resigns remains liable for offences that took place while he or she was a director, even after resigning. Resigning does not end responsibility for past defaults, such as unfiled annual returns, so check the company's filing status before you leave; see annual ROC filing.
If all the directors resign or vacate office, section 168(3) provides that the promoters, or in their absence the Central Government, appoint directors until the company does so in a general meeting.
Late filing
DIR-12 filed after 30 days carries an additional fee that rises with the delay, and continuing default can attract penalties on the company and officers in default. A director whose resignation was never filed can still appear on the MCA record as a director, so file DIR-11 if the company is not cooperating.
Talk to Regikart
We draft the resignation letter and board resolution, file DIR-12 or DIR-11, and appoint a replacement director where needed. See director removal and resignation or call or WhatsApp +91 70444 94804.
Frequently asked questions
Is DIR-11 mandatory for a director's resignation?
No. Since 2018 it is optional. The company must file DIR-12 within 30 days; the director may file DIR-11 within 30 days as a safeguard.
When does a director's resignation take effect?
From the date the company receives the notice, or a later date specified by the director in the notice, whichever is later.
Can the board refuse a director's resignation?
No. The board only takes note of it. Any notice period comes from a service contract, not the Companies Act.
Can both directors of a private company resign?
Not without new directors being appointed, because a private company needs at least two directors. If all directors leave, the promoters or the Central Government appoint directors under section 168(3).
Is a director liable after resigning?
Yes, for offences that took place during his or her tenure, under section 168(2).
About the author
Regikart CS Team
Company Secretaries at Regikart. Want to discuss this in the context of your business?
