CA Pooja Madhan

All about Dir-11 and Dir-12

As per Sections 7(1) (c), 168 & 170 (2) of the Companies Act, 2013, in case of appointment, resignation or change in designation of a director Form Dir-12 is required to be filed by the company to intimate the registrar of companies about the same:

Where as , the director itself is required to intimate the registrar of companies about the notice of resignation of the director as per Section 168 (1) of the Companies Act, 2013 and Rule 16 of Companies (Appointment and Qualification of Directors) Rules, 2014

E- form Dir-12

Where in an existing company or in a new company a director is appointed or resigned or there is a change in the designation of a director, the company in that case is required to file the intimation of such appointment, resignation or change in directorship with the registrar of companies within a period of 30 days from the date of appointment, resignation or change in directorship.

Now we will discuss some of the features of DIR-12:

  1. A single form can be filed for appointment, resignation and change in directorship of different directors provided the same has been filed within a period of 30 days form all of the events.
  2. For appointment and resignation and change in directorship of same director different DIR-12 is required to be filed.
  3. In case of resignation of all of the directors and appointment of new directors two e form DIR-12 is required to be filed as all of the existing directors can not resign at a time.
  4. The e form contains some mandatory fields marked * which needs to be filled mandatorily, failing which the e form will not be filed.
  5. In case the no. of directors for which DIR-12 is required to be filed are more than 15, the abbendum e- form DIR-12 is required to be filed.
  6. The appointee director for which the e form DIR-12 is required to be filed shall not have directorship in more than 20 Private Limited Companies or 10 Public Limited Companies.
  7. Every appointee director who is to be appointed shall give his consent in writing to act as the Director of the company in DIR-2.
  8. With regard to every appointee director, interest of the director in other entities is also required to mentioned in DIR-12 including CIN no., Percentage of shareholding and amount of shareholding and nature of interest. Details pertaining to only one entity can be filed in DIR-12, for interests in more than one entities separate sheet is required to be attached.

Following attachments are mandatorily to be attached in scanned pdf formats to DIR-12

a. In case of appointment

i. Letter of Appointment
ii. Declaration of the appointee director in dir-2
iii.Separate sheet for interests in other entities in case of interest in more than one entity.
iv. In case of a new company declaration by the first directors in INC-9

b. In case of Resignation

i. Notice of Resignation

ii. Evidence of cessation

E-Form Dir-11

Where a director resigns from his directorship in a company, he shall within a period of 30 Days from the date of resignation, forward his resignation along with reasons in eform DIR-11 to the registrar of companies.

Now we will discuss some features of DIR-11:

  1. The resigning director must clearly mention the reason for his resignation from the company.
  2. The e from shall be digitally signed by the resigning director itself unlike DIR-12 which has to be digitally signed by the Continuing director other than resigning director of the company.
  3. The resignation shall be effective from the date of notice given by the resigning director or the date specified in the notice for taking effect of the resignation.

Following documents must be mandatorily attached to the e form DIR-11

a. Notice of resignation

b. Proof of dispatch