Form DIR-11: Director's Own Notice of Resignation to the Registrar

How DIR-11 differs from DIR-12

When a director resigns, two filings are possible. The company must file DIR-12 within 30 days of receiving the resignation. The director may separately file DIR-11 with the Registrar within 30 days, attaching a copy of the resignation and detailed reasons. Earlier this was mandatory; since the Companies (Amendment) Act, 2017 the proviso to Section 168(1) uses the word may.

Even though optional, DIR-11 is useful where the director suspects the company will not file DIR-12, for example after a dispute with the promoters. Without a filing, MCA records may continue to show the person as a director, which affects their reputation and exposure.

When the resignation takes effect

Section 168(2) says a resignation takes effect from the date the company receives the notice, or the date specified by the director in the notice, whichever is later. Keep proof of delivery, such as email acknowledgement, courier receipt or the company's receiving stamp, since that date drives both DIR-11 and DIR-12.

Resigning does not erase past responsibility. The proviso to Section 168(2) keeps the director liable for offences that occurred during their tenure even after resignation. A clear, dated resignation with reasons, filed in DIR-11, helps establish exactly when that tenure ended if questions arise later.

Documents and signing

DIR-11 is signed by the resigning director with their own DSC. Rule 16 allows a foreign national director to authorise a practising CA, CS or cost accountant, or a resident director of the company, to sign the form on their behalf, with the authorisation attached.

• Copy of the resignation letter submitted to the company
• Detailed reasons for resignation
• Proof of delivery of the resignation to the company
• Authorisation letter, where a foreign director authorises another signatory

Fees and consequences of not filing

The fee is based on the nominal share capital of the company, not the director's own position, following the standard slab of ₹200 to ₹600. Filing after 30 days attracts the standard additional fee multiples, from 2x for up to 30 days' delay to 12x beyond 180 days. Since the filing is optional, a director who has missed the window may decide whether a late filing still serves a purpose.

Because DIR-11 is optional, there is no penalty on the director for not filing it. The legal duty to report sits with the company through DIR-12, and Section 172 penalties apply to the company if it fails. A resigning director who does not file DIR-11 depends entirely on the company to update the record.

Common mistakes

Typical errors are entering a resignation date that does not match the delivery proof, omitting reasons, using an expired DSC, and filing when the director's DIN has been deactivated for missed KYC, which blocks the form until KYC is filed. A director cannot use resignation to leave a company with no directors at all; the remaining board or members must appoint replacements. Refogo's partner professionals can file DIR-11 or the company's DIR-12 for a fixed fee.

Step by step

1. 1Write the resignation

   Give a dated letter with reasons to the company and keep proof of delivery.

2. 2Confirm effective date

   Note the later of receipt date and the date in the letter.

3. 3Check DSC and DIN

   Ensure the DSC is valid and DIN KYC is current.

4. 4Fill DIR-11 on V3

   Enter company CIN, resignation date and reasons.

5. 5Attach and sign

   Upload the letter and proof; sign with your DSC.

6. 6Pay fee

   Pay within 30 days to avoid additional fee.