DIR-11 and DIR-12 are crucial forms in corporate compliance, primarily differing in who files them and for what specific event related to a company's board of directors. While DIR-11 is filed by a director to intimate their resignation to the Registrar of Companies (ROC), DIR-12 is filed by the company to report various changes in its board of directors, including appointments, resignations, or changes in designation.
These forms ensure the official records of a company's leadership are accurate and up-to-date with the regulatory authorities. Understanding their distinctions is vital for maintaining corporate governance and compliance.
Key Distinctions Between DIR-11 and DIR-12
The fundamental differences between DIR-11 and DIR-12 forms can be summarized as follows:
| Feature | DIR-11 Form | DIR-12 Form |
|---|---|---|
| Purpose | To intimate the Registrar of Companies (ROC) about a director's resignation. | To inform the ROC about changes in the board of directors, including appointments, cessations (resignations, removals, disqualifications), and changes in designation (e.g., from director to managing director). |
| Who Files It | The resigning director themselves. | The company/firm through its authorized signatory. |
| Event Covered | Exclusively covers the cessation of directorship due to resignation by the director. | Covers various events related to directorship: |
| - Appointment of a director (new or additional). | ||
| - Cessation of a director (due to resignation, removal, disqualification, death, etc.). Note: While the director files DIR-11 for their resignation, the company also reports this cessation via DIR-12. | ||
| - Change in designation of a director (e.g., from Director to Whole-Time Director, or Independent Director to Chairman). | ||
| Legal Basis | Section 168(1) of the Companies Act, 2013, read with Rule 16 of the Companies (Appointment and Qualification of Directors) Rules, 2014. | Section 152, 153, 168, 170 of the Companies Act, 2013, read with Rule 8, 15 & 18 of the Companies (Appointment and Qualification of Directors) Rules, 2014. |
| Timeline | Within 30 days of the director's resignation. | Within 30 days of the date of appointment, cessation, or change in designation. |
| Attachments | Copy of the resignation letter, proof of dispatch (e.g., postal acknowledgment), and acknowledgment of the company. | Letter of appointment, resignation letter, board resolution for appointment/cessation, consent to act as director (DIR-2), declaration of qualification (DIR-8), etc., depending on the event. |
Understanding DIR-11: Director's Responsibility
DIR-11 is the director's personal responsibility to ensure their departure is officially recorded. When a director decides to step down from the board, they are required to notify the company and, importantly, also inform the Registrar of Companies (ROC) directly. This step is crucial for the director to absolve themselves of future liabilities associated with the company post-resignation.
- Why it's important for the director: Filing DIR-11 ensures that the director's resignation is on public record, providing them legal protection. If the company fails to file DIR-12 in a timely manner, the DIR-11 serves as proof of the director's intimation to the ROC.
- Practical Insight: A director should always keep a record of their resignation letter and the acknowledgment of its receipt by the company and the ROC (after filing DIR-11).
Understanding DIR-12: Company's Obligation
DIR-12 is the company's official communication to the ROC regarding its board structure. It's a versatile form used for a range of events:
- Appointment of a New Director: When a company brings a new individual onto its board, this must be reported via DIR-12. This includes full-time, independent, nominee, and additional directors.
- Example: ABC Pvt. Ltd. appoints Ms. Priya Sharma as an independent director. ABC Pvt. Ltd. must file DIR-12 within 30 days of her appointment.
- Cessation of a Director: When a director leaves the company for reasons other than their own resignation (e.g., removal by shareholders, disqualification, death), or even when a director resigns, the company still files DIR-12 to formally record this cessation from the company's perspective.
- Example: Mr. Rohan Kumar, a director of XYZ Ltd., passes away. XYZ Ltd. files DIR-12 to report his cessation due to death.
- Change in Designation: If an existing director's role changes within the company (e.g., from a regular director to a managing director or vice versa), this change also needs to be updated through DIR-12.
- Example: Ms. Tanvi Singh, currently a director at PQR Solutions, is promoted to Managing Director. PQR Solutions files DIR-12 to update her designation.
The Interplay: Resignation Scenario
When a director resigns, both DIR-11 and DIR-12 typically come into play:
- The resigning director files DIR-11 to inform the ROC of their departure.
- The company files DIR-12 to report the cessation of that director from its board.
This dual filing ensures that both the director's and the company's records are consistent and compliant with regulatory requirements. Failure by either party to file their respective forms can lead to penalties and compliance issues.
For further information on corporate filings and compliance, one can refer to the official resources of the Ministry of Corporate Affairs (MCA) in India or relevant company law guides.
