When does a director resignation take effect?
How a director resigns under the Companies Act, 2013, when the resignation takes effect, the company's duty to file DIR-12 and the director's option to file DIR-11, and how the register of directors is updated.
In this guide
A director resignation takes effect on the date the company receives the written notice, or a later date stated in that notice, whichever is later. Section 168 of the Companies Act, 2013 sets that rule. The company then records the vacancy in Form DIR-12, and the resigning director may file Form DIR-11 within thirty days.
How does a director resign under section 168?
A director resigns by giving notice in writing to the company. The governing provision is section 168 of the Companies Act, 2013. The written notice is the act that starts the resignation; an oral intimation or a board discussion is not the notice the section needs.
Once the company has the notice, two filings follow: the company files DIR-12 to record the vacancy, and the director may file DIR-11 to place the resignation on record. Both run off the same event, the written notice, but they are separate filings by separate parties.
Which date is the effective resignation date?
The resignation takes effect on the date the company receives the notice, or the later date the director has specified in it, whichever is later. This is the point that most often trips people up: a resignation dated the first of the month but received later takes effect on the later date, not the date on the letter.
Because receipt drives the effective date, keeping proof of when the company received the notice matters. That date decides from when the director stops being liable as a director and when the vacancy arises.
Does resignation end liability for past defaults?
No. Section 168(2) provides that a director who has resigned remains liable for offences that occurred during his tenure, even after the resignation takes effect. So the effective date closes future exposure and nothing before it.
What if every director resigns together?
Section 168(3) provides that where all the directors resign or vacate office, the promoter, or in his absence the Central Government, appoints the required number of directors to hold office until directors are appointed by the members in general meeting. The board cannot be left empty.
Why must the company file DIR-12?
The company files the resignation with the Registrar in DIR-12 within the time the rules allow. This is the filing that records the vacancy against the company and updates the Registrar's view of who the directors are.
Should the director file DIR-11?
The resigning director may file DIR-11 with a copy of the resignation and the reasons for it. This is the director's own option, useful when the director wants the resignation and its reasons on record independently of the company's filing. It does not replace the company's DIR-12. Rule 16 of the Companies (Appointment and Qualification of Directors) Rules, 2014 allows thirty days from the resignation for that filing.
What does the director attach to DIR-11?
DIR-11 carries a copy of the resignation letter, the reasons for resigning, and proof that the notice reached the company. That proof of delivery is what fixes the section 168(2) effective date, so a filing without it leaves the date open to dispute. The appointment side of the same form set is covered in the Form DIR-12 guide.
Does the register of directors change?
Every company maintains a register of directors and key managerial personnel under section 170. When a director resigns, the register is updated to show the director has ceased to hold office from the effective date, and the change flows to the Registrar's records once DIR-12 is processed.
| Step | Who | Record |
|---|---|---|
| Notice of resignation | Director to company | Written notice |
| Record the vacancy | Company to Registrar | DIR-12 |
| Place resignation on record | Director to Registrar (optional) | DIR-11 |
| Update internal register | Company | Register of directors and KMP |
How do I confirm a resignation on record?
- Read section 168 for the notice requirement and the effective-date rule.
- Keep proof of the date the company received the written notice, since that fixes the effective date.
- File DIR-12 within the time allowed; decide separately whether the director will file DIR-11.
- Update the register of directors under section 170 to reflect the cessation.
- Watch MCA updates for any change to the forms or the timelines.
Why do resignation dates get disputed?
- Treating the date on the resignation letter as the effective date regardless of when the company received it.
- Assuming DIR-11 by the director removes the company's duty to file DIR-12.
- Not keeping evidence of the date the company received the notice.
- Forgetting to update the internal register of directors after the Registrar filing.
Where are director-change rules amended?
The forms and timelines around director changes move through MCA notifications and rule amendments. Complied AI keeps MCA updates in one feed so you can open the source behind a change instead of working from an old note. When you need the rule itself, open section 168 next to the update.
Practical checks
Common questions
When does a director's resignation take effect?
A director resignation takes effect on the date the company receives the notice, or the later date the director specified in it, whichever is later, under section 168(2) of the Companies Act, 2013. A resignation cannot take effect before the company actually received the written notice, whatever date the letter carries.
Who files the resignation with the Registrar?
The company files the fact of resignation with the Registrar in DIR-12 within the time allowed. The resigning director may, in addition, file DIR-11 with a copy of the resignation and the reasons, but the company's DIR-12 is the filing that records the vacancy.
Does a director have to file DIR-11?
Form DIR-11 is the resigning director's own option under rule 16 of the Companies (Appointment and Qualification of Directors) Rules, 2014, filed within thirty days of the resignation. It lets the director place the resignation and its reasons on record independently. The company's duty to file DIR-12 stands either way.
Where is the resignation reflected in company records?
The resignation is entered in the register of directors and key managerial personnel that the company keeps under section 170(1) of the Companies Act, 2013, and reaches the Registrar once DIR-12 is processed. The register shows the director as ceased from the effective date fixed by section 168(2).
I resigned as director in March and the company has filed nothing. What do I do?
File Form DIR-11 yourself with a copy of the resignation letter and proof of delivery. Rule 16 of the Companies (Appointment and Qualification of Directors) Rules, 2014 gives the resigning director thirty days from the resignation to do this. DIR-11 is the only route by which your resignation reaches the Registrar when the company will not file DIR-12.
My resignation letter is dated 1 April but the company received it on 10 April. Which date counts?
The 10 April receipt date counts. Section 168(2) of the Companies Act, 2013 fixes the effective date as the date the company receives the notice, or a later date named in the notice, whichever is later. The date typed on the letter has no effect on its own, which is why proof of delivery matters.
Am I still liable for company defaults after I resign?
A resigning director stays liable for offences that occurred during the tenure. Section 168(2) of the Companies Act, 2013 says the director who resigns remains liable for offences committed during the period he held office, even after the resignation takes effect. Resignation ends future exposure, not past acts.
All the directors want to resign at once. Can the board go empty?
No. Section 168(3) of the Companies Act, 2013 provides that where all directors resign or vacate office, the promoter, or in his absence the Central Government, appoints the required number of directors to hold office until directors are appointed by the members in general meeting. The company cannot be left with no board.
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This guide is published by the Complied AI research desk. Its source list and stated position were checked against the official records shown below on 29 August 2026.
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