File DIR-11: Director Resignation Notice To ROC

Form DIR-11 is an e-form filed by a resigning director to independently notify the Registrar of Companies (ROC) about their resignation. It is filed pursuant to the proviso to Section 168(1) of the Companies Act, 2013, and Rule 16 of the Companies (Appointment and Qualification of Directors) Rules, 2014. This form allows directors to officially document their resignation date with the Government, helping protect against future liabilities that may arise after they depart the company.

No, filing Form DIR-11 is not mandatory. Following the Companies (Amendment) Act, 2017, effective from 07.05.2018, the word "shall" was substituted with "may" in both Section 168(1) proviso and Rule 16. This amendment made DIR-11 filing optional for directors. However, professionals strongly recommend filing it, as it serves as independent evidence of your resignation and protects you from liability if the company fails to file Form DIR-12.

The resigning director files Form DIR-11 to notify the ROC about their resignation independently. The company files Form DIR-12 to inform the ROC about the appointment or cessation of directors. While DIR-12 is mandatory for the company under Rule 15, DIR-11 is optional for directors under Rule 16. Both forms serve different purposes: DIR-12 updates company records, while DIR-11 provides personal protection to the director.

Form DIR-11 is filed pursuant to the proviso to Section 168(1) of the Companies Act, 2013, read with Rule 16 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Section 168 governs director resignation, while Rule 16 prescribes the procedure for filing a resignation notice with the Registrar. The form was substituted vide Companies (Appointment and Qualification of Directors) Amendment Rules, 2023 dated 20.01.2023.

As per Section 168(2) of the Companies Act, 2013, the resignation of a director becomes effective from the date on which the company receives the notice, OR the date specified by the director in the notice, whichever is later. This ensures that a director cannot backdate their resignation to escape liability for actions already taken by the company.

No. The proviso to Section 168(2) clearly states that a director who has resigned shall remain liable, even after resignation, for offences committed during their tenure. Filing DIR-11 establishes only the resignation date; it does not absolve the director of responsibility for actions taken during their directorship. This ensures directors remain accountable for their decisions while in office.

Form DIR-11 should be filed within 30 days from the date of resignation as specified in Rule 16 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Filing within this timeline avoids additional fees. Delayed filing beyond 30 days attracts additional fees as prescribed under the Companies (Registration Offices and Fees) Rules, 2014.

Yes, Form DIR-11 can be filed after the 30 days. However, the director will be required to pay additional fees based on the number of days of delay as prescribed under the Companies (Registration Offices and Fees) Rules, 2014. It is always advisable to file within the statutory timeline to avoid extra costs and compliance complications.

Form DIR-11 must be digitally signed by the resigning director using their Class 3 Digital Signature Certificate (DSC) registered with MCA. However, as per the proviso to Rule 16, where the company has already filed Form DIR-12 with the Registrar under Rule 15, a foreign director may authorise in writing a practising Chartered Accountant, Cost Accountant, Company Secretary, or any Resident Director of the company to sign and file the form on their behalf.

A director's resignation is a unilateral act and does not require "acceptance" by the Board to be valid. Under Section 168, the resignation becomes effective on the date the company receives the notice, or on the date specified in the notice, whichever is later, regardless of Board approval. Section 6 of the Companies Act, 2013 ensures that the Act overrides the Articles of Association on this point. If the company refuses to acknowledge, you can still file Form DIR-11 by attaching Proof of Dispatch (Speed Post receipt) to demonstrate legal service of notice.

Form DIR-11 is presently processed through Straight Through Processing (STP), meaning approval is typically immediate upon successful submission. You will receive a Service Request Number (SRN) receipt as confirmation. This STP processing makes the form efficient, but directors should ensure all information is accurate before submission, as errors may require fresh filing. Note that MCA may modify the processing workflow in future updates.

Form DIR-11 can be accessed and filed through the MCA V3 Portal (www.mca.gov.in). The revised form was notified vide Companies (Appointment and Qualification of Directors) Amendment Rules, 2023 dated 20.01.2023. Log in to the MCA V3 portal using your registered 'Director' user account, then access e-forms and select Form DIR-11. Your DIN details will be pre-fetched or entered into the form.

The government fee depends on the company's authorised share capital as per Rule 12 of the Companies (Registration Offices and Fees) Rules, 2014. For companies with capital of less than ₹1 lakh, the fee is ₹200; for companies with capital of ₹1-5 lakh, ₹300; ₹5-25 lakh, ₹400; ₹25 lakh to ₹ one crore - ₹500; and ₹1 crore or more - ₹600. Companies without share capital pay ₹200.

Since the director files Form DIR-11 in their individual capacity (to protect their own interest), the fee is typically paid by the director themselves. However, some companies may reimburse this cost as a gesture of goodwill during the exit process, though they are not legally obligated to do so.

As per the Companies (Registration Offices and Fees) Rules, 2014 (as amended), additional fees for delayed filing of most e-forms including DIR-11 follow a progressive structure: 2 times the standard fee for delays up to 30 days, 4 times for 30-60 days, 6 times for 60-90 days, 10 times for 90-180 days, and 12 times for delays beyond 180 days. For certain forms like INC-22 and PAS-3, a 'higher additional fee' regime applies with multipliers up to 18 times on repeated delays, but this typically does not affect DIR-11. While the fee is higher for extended delays, Form DIR-11 can generally be filed on the MCA portal without seeking NCLT approval. Always verify the current MCA fee table before filing.

Professional fees paid by a director for filing the DIR-11 are generally considered personal expenses. They are not deductible against salary income under Section 16 of the Income Tax Act, 1961, which permits only standard deduction, entertainment allowance, and professional tax. If the company reimburses such fees, the amount may be tax-neutral or treated as a perquisite under Section 17(2), depending on how the reimbursement is structured in the director's remuneration package.

Since the DIR-11 filing is optional for directors (post-2018 amendment), there is no direct penalty for non-filing. However, if the company fails to file DIR-12, your name may remain active in MCA records. This could result in continued liability exposure and potential issues during subsequent DIN verification or director appointments.

The fee structure is uniform based on authorised capital for all company types, including Private Limited, Public Limited, OPC, and Section 8 companies. Small companies and OPCs do not receive any fee concession for DIR-11 filing. The only variation is for companies without share capital, which pay a flat fee of ₹200 regardless of size.

Yes, a foreign director can file Form DIR-11 directly if they have a valid DSC registered with MCA. Alternatively, as per the proviso to Rule 16, where the company has already filed Form DIR-12 with the Registrar under Rule 15, a foreign director may authorise in writing a practising Chartered Accountant, Cost Accountant, Company Secretary, or any Resident Director of the company to sign and file the form on their behalf.

Section 168(3) addresses this scenario. Where all directors resign or vacate their offices under Section 167, the promoter shall appoint the required number of directors. If the promoter fails to act, the Central Government shall nominate directors who hold office until the company appoints directors in a general meeting. MCA Circular No. 03/2015 provides guidance on DSC issues in such cases.

Yes, Independent Directors can and should file Form DIR-11 upon resignation. For listed companies, additional requirements apply under the SEBI (LODR) Regulations, 2015, including disclosure to the stock exchange within 24 hours of the Board meeting, noting the resignation and providing detailed reasons if any material reasons exist for the resignation. Filing DIR-11 provides additional documentation of the resignation.

Filing Form DIR-11 does not cause DIN deactivation. Your DIN remains active unless you fail to file the mandatory annual Web-KYC (Form DIR-3 KYC), which triggers deactivation under the Companies (Appointment and Qualification of Directors) Rules, 2014. Separately, suppose you are disqualified under Section 164(2) for association with a defaulting company. In that case, this restricts your ability to be appointed as a director in other companies, although the DIN itself generally remains technically active but flagged. MCA Circular No. 03/2015 addresses difficulties faced when all directors' DSCs are deactivated following en masse resignations, but this relates to DSC issues, not DIN status.

Yes, Managing Directors and Whole-Time Directors can file Form DIR-11. However, their resignation may have additional implications if they have service contracts with the company. The resignation must comply with contractual terms. If the contract specifies a notice period, resignation takes effect only after serving such notice, and this must be reflected in the DIR-11 filing.

No, Form DIR-11 is specifically for voluntary resignation by directors. When shareholders remove a director by a resolution under Section 169 (Removal of Directors), the company files Form DIR-12 to notify the ROC of the cessation. The removed director does not file DIR-11, as they are not "resigning" but being removed through corporate action.

Filing DIR-11 puts the resignation on record, but the Company's Master Data (Signatory Details) is primarily updated when the Company files Form DIR-12. If the company fails to file DIR-12, your name might still appear in the "Signatory" tab, but the public view of documents will show your filed DIR-11, proving you have resigned. This provides documentary evidence of your exit.

Upon successful filing, you receive a Service Request Number (SRN) receipt from the MCA portal. Since DIR-11 is presently an STP form, approval is immediate. This SRN receipt serves as permanent official proof of your resignation filing with the Registrar. You should retain this receipt safely along with copies of all submitted documents for future reference.

Filing DIR-11 establishes the exact date of your resignation with the Government. If the company later faces prosecution for non-compliances, your filed DIR-11 serves as evidence that you resigned before such defaults occurred. Without DIR-11, if the company fails to file DIR-12, you may remain listed as a director and potentially liable for offences committed after your intended departure.

Once Form DIR-11 is filed and processed, it becomes part of the public records. Withdrawal would require mutual consent between the director and the company, followed by reappointment. There is no specific provision for "withdrawing" a filed DIR-11. If a director wishes to continue, a fresh appointment process, including filing Form DIR-12 for reappointment, would be required.

Filing DIR-11 for resignation does not negatively impact your ability to join other company boards. In fact, having a clear resignation record is beneficial. However, if you are disqualified under Section 164 (for defaults in the resigned company), that disqualification applies to future appointments. The resignation itself, recorded through DIR-11, is a neutral administrative action.

Your filed DIR-11 with the ROC, combined with Proof of Dispatch (Speed Post receipt/email logs), serves as conclusive evidence of resignation. Section 168 makes resignation a unilateral act that does not require the company's acceptance. If the company disputes, you can reference the SRN receipt from MCA and the ROC's records. In extreme cases, the matter may be escalated to the National Company Law Tribunal (NCLT) for resolution.