First time in Companies act 2013, a detailed procedure has been prescribed for resignation of director. These provisions for resignation of directors are applicable with effect from 1st April 2014 and specified in section 168 of Companies Act 2013.
Now as per the new provisions, both company and director are required to comply in case any of the director resigned from his post.
Today, through this write up, we will discuss relevant provisions of Companies act 2013 related to resignation of director.
Resigning director’s responsibility in case of resignation
As per section 168(1) of Companies act 2013, if a director wants to resign then he or she has to give a notice in writing to the company. But, director’s responsibility does not end here.
As per section 168 read with rule 16 of Companies (Appointment and Qualification of directors) Rule, 2014, director is also required to forward a copy of the resignation letter along with reasons to the registrar of companies or ROC within 30 days from the date of resignation in Form DIR11.
While filing e-Form DIR11 with registrar of companies, following mandatory documents are required to be attached by the director;
- Notice of resignation filed with the company
- Proof of dispatch
- Acknowledgement received if any
As per section 168(2) of Companies Act 2013, resignation of director shall take effect from the actual date on which the notice is received by the company or the date if any specified by the director in the notice which ever is later.
This effective date of resignation has to be mentioned in form DIR11 by the director while filing with ROC.
Read: How to change director particulars from DIN
What Company should do in case of resignation of director
After receiving director’s resignation letter, the company has to take note of the same by passing a board resolution to that effect and authorize another director or CS to file required e-Forms on behalf of the company with the registrar of companies. This provision is specified in section 168(1) of Companies Act, 2013.
As per rule 15 of Companies (Appointment and Qualification of Directors) Rules, 2014, the company has to file e-Form DIR12 within 30 days from the date of receipt of notice of resignation from director. In addition to such filing requirements, the company is also required to put it in company’s website if any.
While filing eForm DIR12, it’s mandatory for the company to attach notice of resignation.
Normal and additional fee to be paid for filing e-form DIR11 and DIR12
As discussed, e-Form DIR11 has to be filed by resigning director and e-Form DIR12 by the Company. Following fees are to be paid by both while filing the forms with registrar of companies.
| Nominal share capital of the company | Normal fee as applicable in Rupees |
| Less than Rs. 100000 | 200 |
| Between Rs. 100000 to 499999 | 300 |
| Between Rs. 500000 to Rs. 2499999 | 400 |
| Between Rs. 2500000 to Rs. 9999999 | 500 |
| 10000000 or more | 600 |
If the company has no share capital then Normal filing fee is Rs. 200
In case of delay in filing, the director and/or company is required to pay additional fee along with the normal fee as discussed above. Below is a table of additional fee to be paid based on the number of days delay.
| Period of delay | Additional fee as applicable in Rupees |
| If delay is up to 30 days | 2 times of the normal fee |
| If delay is more than 30 days and up to 60 days | 4 times of the normal fee |
| If delay is more than 60 days and up to 90 days | 6 times of the normal fee |
| If delay is more than 90 days and up to 180 days | 10 times of the normal fee |
| If delay is more than 180 days and up to 270 days | 12 times of the normal fee |
I have given resignation from directorship of 5 pvt. ltd companies. Twice I have signed resignation letter, several times I talked over telephone to file DIR-11. Without filing DIR – 11 I am unable to file DIR – 12. Nothing happend about 2 years lapsed but the company neither file the DIR – 11 nor Change the bank Signature. My Digital signature also kept by their auditor. Share money & other entries also not squared-up. Now, what should I do please suggest me.
DIR-11 has to be filed by you, not by the company. DSC is your property, how can it be with the auditor. Ask him to return it to you and then file DIR-11 with ROC.
We are two directors in a private limited company and we both want to resign. No other shareholder is ready to become a director. It is a non-commercial company of a residential society of 12 members / shareholders. The residential building of 12 apartments is owned by the company. The company has no dues to anyone. All ROC compliances are regular. Please advise. Thanks.
very nice explanaiton