Resignation of Director

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Resignation or Removal of Director

Filing assistance for the Resignation of a Director from the Board of Directors of a Company. We offer online hassle-free ROC compliance for any change in Directorship such as the Resignation or removal of a Director.

Director Resignation/Removal Online filing of the DIR-12 Form starting from Rs.3999.

appointment of director

    Service Inclusion

    Filing a director resignation with the Ministry of Corporate Affairs (MCA)

    • Getting a DIN (Director Identification Number)*
    • Documentation (Resignation letter, consent letter, etc)
    • Applying a Digital Signature (DSC)*
    • Drafting the board resolution
    • Preparation & filing of Form DIR-12
    • Filing Reports

    *An extra fee for DSC would be charged if DSC is not provided by the client  

    Resignation of the Director as per the Companies Act

    Under the Companies Act, 2013, the resignation of a director involves several steps to ensure compliance with legal requirements. Filing a director resignation with the Ministry of Corporate Affairs (MCA) involves submitting Form DIR-12, which is the form used for intimating changes in particulars of directors.

    Here’s a quick guide to the process:

    Step-by-step guide for filing of Director resignation

    Check the Company’s Articles of Association (AoA)

    • Before proceeding, review the company’s AoA
    • to understand the procedure for the resignation of directors.
    • The AoA may specify requirements such as notice period, resignation acceptance, etc.

    Board Meeting

    • Call for a board meeting and provide notice to all directors as per the provisions of the Companies Act
    • During the board meeting, the resigning director should formally tender their resignation
    • The board will pass a resolution accepting the resignation of the director.
    • Ensure that the resolution is recorded in the minutes of the meeting (MOM) 

    Resignation Letter

    • The resigning director should submit a resignation letter to the board of directors
    • The letter should state the intention to resign, the effective date of resignation, and the reasons (optional)
    • Ensure the resignation letter is dated and signed by the resigning director

    MCA Form DIR-11:

    • The resigning director must file Form DIR-11 with the Registrar of Companies (RoC)
    • within 30 days of resignation.
    • This form notifies the RoC about the director’s resignation
    • Form DIR-11 should be signed by the resigning director and
    • certified by another director or the company secretary.


    Form DIR-12:

    • The company must file Form DIR-12 with the RoC
    • within 30 days of the board meeting
    • Form DIR-12 notifies the RoC about the change in directorship
    • It includes details of the resigning director and the effective date of resignation

    Update Statutory Registers:

    • Update the Register of Directors and Key Managerial Personnel (KMP) with the details of the resignation
    • Maintain a copy of the resignation letter and board resolution in the company’s records

    Inform Other Stakeholders

    • Inform other stakeholders such as shareholders, employees, and relevant authorities about the resignation of the director.
    • Update the company’s website and any public records as necessary

    It’s important to adhere to the deadline and process specified by the Companies Act, 2013, and other relevant regulations. Non-compliance may result in penalties and legal consequences for the company and its directors.

    Types of Directors


    The Companies Act, 2013 recognizes different types of directors, including:

    Managing Director (MD)

    This is a director who has substantial powers of management. The appointment, powers, and responsibilities of a Managing Director are usually specified in the Articles of Association or by a resolution of the Board of Directors.

    Whole-time Director (WTD)

    Similar to a Managing Director, a Whole-time Director is responsible for the day-to-day operations of the company. The appointment and terms of service are usually mentioned in the Articles or through a Board resolution.

    Independent Director

    Independent Directors are appointed to provide unbiased and impartial advice to the Board. They should meet specific eligibility criteria and are appointed for a fixed term.

    Additional Director

    An Additional Director is appointed by the Board between two annual general meetings. Such an appointment requires the approval of the shareholders at the next general meeting.

    Nominee Director

    Nominee Directors are appointed by certain stakeholders, such as financial institutions or venture capitalists, to represent their interests on the Board.