FreeComplianceDirector resignation: process, DIR-11 and DIR-12
A director can resign at any time by written notice under Section 168. The company informs the Registrar in DIR-12 within 30 days. The director can also file DIR-11 directly, which is useful if the company does not cooperate.
The process
- 1.The director sends a resignation letter to the company, stating the effective date.
- 2.The board takes note of the resignation at its next meeting.
- 3.The company files DIR-12 within 30 days.
- 4.The director may file DIR-11 within 30 days with reasons.
- 5.The resignation is noted in the next directors' report.
The resignation takes effect from the date the notice is received by the company, or the date stated in it, whichever is later.
Watch the minimum directors
A private company needs at least two directors, one of them resident in India. If a resignation takes it below this, appoint a replacement first, otherwise the company cannot file DIR-12.
Frequently asked questions
This guide is general information, not legal advice. Government fees and procedures change; confirm current figures before you file.
- How to appoint a new director in a private limited company
Appointing an additional director under Section 161, regularising at the AGM, DIN, DIR-2, DIR-12 filing and timelines.
- Removing a director under Section 169
How shareholders remove a director before the end of their term: special notice, the director's right to be heard, ordinary resolution and filings.
- Resident director requirement for Indian companies
Why every Indian company needs a director who stayed in India for 182 days, how residency is counted, and options for foreign founders.