resignation of director [Resolved]

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Sunny Verma (Querist)
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11 October 2018 there are 2 directors with 80% and 20% shareholding. now one of them wants to resign having 80% shares. what is the procedure for resignation other than filing dir-11?

Bhaskaran Chackrapani Warrier

Bhaskaran Chackrapani Warrier (Expert)
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11 October 2018 Another person has to be appointed as 'additional director' before resignation of the present Director.
After that file DIR-12 by the company for the resignation.

Sunny Verma

Sunny Verma (Querist)
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11 October 2018 can director file dir-11 before that??

Aashok Kumar Sharma online

Aashok Kumar Sharma

(Expert)
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21 July 2025 Great question! Here's the procedure clarified:

DIR-11 is the resignation form that the director themselves must file with the Registrar of Companies (ROC) within 30 days of their resignation date.

DIR-12 is the form filed by the company to notify the ROC about the resignation and/or appointment of directors.

So for the scenario:
Director who wants to resign (holding 80% shares) can file DIR-11 anytime after submitting their resignation letter to the company.
The filing of DIR-11 does not legally depend on appointment of the replacement director.

However, practically, it’s advisable that the company appoints an additional director first (via board resolution), then the director tenders resignation, so the company does not remain with only one director.

After resignation, the company files DIR-12 for:

Intimating the resignation of the director (resigned director’s DIN)

Appointment of the additional director (new DIN)

Summary:
Yes, director can file DIR-11 before new director appointment if they have submitted resignation.

But company should arrange appointment of new director to maintain quorum and comply with Companies Act.

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