Resignation of Director & ROC Filing
Ensure the **voluntary resignation** of a Director is legally executed, protecting both the Director (**DIR-11**) and the Company (**DIR-12**) from future liabilities and penalties.
Lawizer handles the Board Resolution, acceptance, and timely filing of both mandatory forms under the Companies Act, 2013.
The Importance of Formal Compliance
A Director's resignation requires dual compliance: the Company must file **DIR-12** (within 30 days of acceptance) and the resigning Director must file **DIR-11** (within 30 days of resignation). Failing to file DIR-11 leaves the director's name on the records and exposed to non-compliance penalties. A correctly executed process formally ends the director's statutory liabilities.
Key Benefits of a Compliant Resignation
Protects the resigning director from future penalties and liabilities
Ensures the company records are compliant under Companies Act, 2013
Creates an opportunity for the director to take up a new role/directorship
Boosts transparency and trust among all stakeholders
Pre-Requisites for Resignation Filing
To ensure a smooth and timely filing process, the following documents and statuses are required:
All prior forms relating to the appointment of the Director should have been filed
DIN of minimum 1 Director should be in 'approved' status (to ensure quorum)
One valid Digital Signature (DSC) of an existing Director (for company filing)
Resignation Letter from the resigning Director must be submitted
Lawizer Deliverables
All filed e-forms with MCA (DIR-12 filed by Company & DIR-11 filed by Director)
MCA payment challan for filing fees
Drafted Board Meeting Resolution and Minutes
Drafted Resignation Acceptance Letter from the Company
Frequently Asked Questions
A) Documents required from Director: PAN Card, Residence Proof, DIN declarations, Consent letter for appointment (DIR-2) etc. B) Documents required from Company: Board Meeting Resolution for Appointment and Letter of Appointment. Lawizer will assist in preparing and filing these documents with the ROC.
When a Director wishes to step down, they officially submit a written letter to the company informing them of their voluntary resignation, specifying the effective date.
Form **DIR-12** is filed by the company (within 30 days of acceptance) and Form **DIR-11** is filed by the resigning director (within 30 days of resignation date) with the ROC.
No. The company must maintain the minimum required number of directors (two for a Pvt Ltd). A new additional director must be appointed first, after which the resignation can proceed.
The resigning director remains liable only for non-compliance and actions during their tenure, but is explicitly not liable for any company actions or non-compliance occurring after the effective date of resignation.
Resignation is **voluntary** — initiated by the director. Removal is **involuntary** — initiated by the company against the director’s will, requiring a Special Notice and Ordinary Resolution.