Director Resignation & Removal

Two filings, two responsibilities

• Form DIR-12 — filed by the company within thirty days of the resignation
• Form DIR-11 — filed by the resigning director, with a copy of the resignation letter and proof of dispatch
• DIR-11 is the director’s own protection where the company does not file DIR-12
• The register of directors must be updated by the company
• Where the resignation leaves the board below the statutory minimum, a replacement must be appointed

File DIR-11 yourself

This is the single most important practical point for a departing director. If the company simply does not file DIR-12 — because relations have broken down, or because nobody is running it any more — you remain on the public record indefinitely.

That matters because directors of a company that fails to file its annual returns for three consecutive years are disqualified for five years, and that disqualification attaches to every other board they sit on. Filing DIR-11 with proof of dispatch establishes the date you ceased to be a director.

Removal by the shareholders

Separately from resignation, shareholders may remove a director by ordinary resolution under Section 169. The director must be given a reasonable opportunity to be heard, and is entitled to make representations to the members.

The procedure is prescriptive and a removal that skips the notice and hearing requirements is open to challenge.

Liability does not end on the date you leave

Resignation stops liability accruing for acts after the effective date. It does not extinguish liability for what happened while you were in office.

Statutory dues, cheque dishonour and offences committed during your tenure remain attributable to you, which is why the recorded date of cessation is worth establishing precisely.

How we handle it

1. 1 Drafting the resignation The letter is drafted stating the effective date and the reasons, and addressed to the board.
2. 2 Dispatch with proof It is sent by registered post or acknowledged email, and the proof preserved, since the effective date turns on receipt.
3. 3 Board noting The board takes note of the resignation and the minutes record it.
4. 4 Company filing DIR-12 is filed by the company within thirty days.
5. 5 Director filing DIR-11 is filed by the resigning director with the letter and proof of dispatch, which is their own protection.
6. 6 Records updated The register of directors is updated and, where needed, a replacement appointed to maintain the statutory minimum.

Frequently asked questions