Company · People
A director is leaving — who files what?
The short answer
Two separate filings can arise, and founders routinely miss that they belong to two different people. The company must file DIR-12 reporting the cessation within 30 days. The resigning director may additionally file DIR-11 with their own DSC to place their resignation on record — their protection if the company delays or disputes the exit.
What gets filed with MCA
Within 30 days of the board/shareholder resolution approving the change.
Section 168, 170, Companies Act 2013; Rule 17, Companies (Appointment and Qualification of Directors) Rules 2014
Within 30 days of the resignation date.
Section 168(1), Companies Act 2013; Rule 16, Companies (Appointment and Qualification of Directors) Rules 2014
The paperwork nobody tells you about
Statutory formats that never touch the MCA portal — but an ROC inspection or due diligence will ask for every one of them.
Written notice to the company; resignation takes effect from the date notice is received (or a later stated date)
Section 168(1), Companies Act 2013
Board resolution noting the resignation; disclosure in the next directors' report
Section 168, Companies Act 2013
The sequence
- 1Director serves a written resignation on the company
- 2Board notes the resignation and authorises the DIR-12 filing
- 3Company files DIR-12 within 30 days of the effective date
- 4Director optionally files DIR-11 with reasons and a copy of the notice
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Questions founders actually ask
Is DIR-11 mandatory?
DIR-11 by the resigning director is optional, but it independently timestamps the exit — valuable if the company's DIR-12 is delayed, because liability for defaults generally follows the period a person was in office.
Can the last remaining director resign?
A company must maintain its statutory minimum number of directors (two for a private company). An exit that breaches the minimum needs a replacement appointment as part of the same sequence.
Does a resigning director remain liable for past defaults?
Yes — resignation ends future responsibility but not liability for offences that occurred during their tenure.
Reviewed by Harun Raaj, Chartered Accountant
Founder, Harun Raaj & Associates. Last verified 2026-08-24 against MCA V3 records and ICSI reference material. Form-level deadlines and penalties live on the linked form pages and update there.