Form DIR-11: Complete Guide to Notice of Resignation of a Director to the Registrar
Form DIR-11 is the web form through which a resigning director forwards notice of resignation to the Registrar of Companies (RoC). It is governed by the proviso to Section 168(1) of the Companies Act, 2013 and Rule 16 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
Purpose: Where a director resigns from office, they may, within 30 days of the date of resignation, forward to the Registrar a copy of the resignation along with reasons, in Form DIR-11.
For foreign directors: Where the company has already filed Form DIR-12 for the same cessation, a foreign director resigning may authorise a practicing CA/CMA/CS, or any other resident director, to sign and file DIR-11 on their behalf.
Who Should File DIR-11
- The resigning director themselves, or
- A practicing professional / resident director authorised in writing, where the resigning director is a foreign national and the company has already filed DIR-12 for the cessation
Important Checkpoints Before Filing
- Company must be registered on the MCA portal with a valid, approved CIN
- Signatory must have an approved DIN or valid Membership number, as applicable
- DSC of the signing authority must be valid, non-expired, and non-revoked, and registered against the DIN/Membership number provided
- No other DIR-11 should be pending payment/approved against the same DIN and designation in relation to the CIN entered
- The effective date of resignation must match the date of cessation entered in DIR-12, if already filed by the company
- Nationality of the DIN entered under “Other director of the company” (for foreign director cases) must be India
Step-by-Step Filing Process
Option 1: Via MCA Services Menu
- Login to MCA portal → MCA Services → E-Filing → Company Forms Download
- Navigate to the header “Appointment / Change related filings”
- Access “Notice of resignation of a director to the registrar (Form No. DIR-11)”
- Enter DIN information (auto-populated for director users; manually entered by professional users on behalf of a director)
- Fill up the application
- Optionally save as draft (enabled once DIN is entered)
- Submit the webform and note the SRN
- Affix DSC
- Upload the DSC-affixed PDF on MCA portal
- Pay Fees (within 15 days of SRN generation for upload, and 7 days of upload for payment, or due date + 2 days, whichever is earlier)
- Receive acknowledgement
Option 2: Via MCA Search Bar
Search “DIR-11” on the MCA homepage and proceed from filling up the application.
Field-Level Instructions
Field 2(a): Name of the Company
- Select from the dropdown of companies where the person holds a directorship (Director, Managing Director, Alternate Director, Additional Director, Director appointed in casual vacancy, Nominee Director, or Whole-time Director)
Field 4(a)/(b): Resignation Dates
- Date of filing of resignation with the company must be ≥ date of appointment
- Effective date of resignation must be ≥ date of filing of resignation with the company
Field 5(a): Reasons for Resignation
- Must be specified by the resigning director
Mandatory Attachments
| Attachment | Mandatory? |
|---|---|
| Notice of resignation filed with the company | Mandatory |
| Proof of dispatch | Mandatory |
| Acknowledgement received from the company | Mandatory if confirmation has been received back from the company |
| Optional attachments (up to 5) | Optional |
- Format: PDF or JPG; each attachment up to 2 MB
Signing Requirements
- Where the resigning director is Indian, or a foreign director who is filing themselves: signed by the resigning director using their DIN
- Where the resigning director is a foreign national not filing personally: signed by a Director / CA / CS / Cost Accountant authorised in writing, with membership/certificate of practice number
Fee Structure
Normal Filing Fee
Company having share capital:
| Nominal Share Capital (INR) | Fee (INR) |
|---|---|
| Less than 1,00,000 | 200 |
| 1,00,000 to 4,99,999 | 300 |
| 5,00,000 to 24,99,999 | 400 |
| 25,00,000 to 99,99,999 | 500 |
| 1,00,00,000 or more | 600 |
Company without share capital: ₹200
Additional (Delay) Fee
Filing must be completed within 30 days of the effective date of resignation.
| Period of Delay | Additional Fee |
|---|---|
| Up to 30 days | 2× normal fee |
| More than 30 up to 60 days | 4× normal fee |
| More than 60 up to 90 days | 6× normal fee |
| More than 90 up to 180 days | 10× normal fee |
| More than 180 days | 12× normal fee |
Processing Mode
Form DIR-11 is processed in STP mode — taken on record electronically without further processing. There is no provision for resubmission.
Useful Links
Frequently Asked Questions (FAQs)
Q1. Is DIR-11 mandatory for every resigning director? Filing by the director is optional but strongly advisable — DIR-12 filed by the company records the cessation, while DIR-11 is the director’s own notice safeguarding their position on record.
Q2. What is the time limit for filing DIR-11? Within 30 days from the effective date of resignation, though the form can still be filed later with additional fee up to 180+ days.
Q3. Can a foreign director’s DIR-11 be filed by someone else? Yes, provided the company has already filed DIR-12 for the same cessation, and the foreign director authorises in writing a resident director or a practicing CA/CMA/CS to sign and file on their behalf.
Q4. Must the effective date of resignation match DIR-12? Yes — if DIR-12 has already been filed by the company for the cessation, the effective date of resignation in DIR-11 must match the date of cessation recorded there.
Q5. Is DIR-11 processed with scope for resubmission? No, it is processed in STP mode with no resubmission provision, so accuracy at submission is essential.
Disclaimer
This article is based on the official Instruction Kit published by the Ministry of Corporate Affairs (MCA), Government of India. While every effort has been made to ensure accuracy, the content is intended for general guidance purposes only. MCA forms, rules, and fee structures are subject to change through amendments to the Companies Act, 2013 or notifications issued thereunder.
In case of any inconsistency or doubt, readers are advised to refer to the official MCA helpkit and resources available on MCA website.